|By Marketwired .||
|February 7, 2014 03:25 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 02/07/14 -- Boost Capital Corp. ("Boost") (TSX VENTURE: BST.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-binding term sheet (the "Term Sheet") dated February 6, 2014 for the arm's length acquisition of substantially all of the assets of Hollywood Foods Inc. ("Hollywood Foods"). Pursuant to the terms of the Term Sheet and subject to completion of certain conditions precedent, including, completion by Boost of a private placement, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary director, shareholder, regulatory and Exchange approvals, the proposed acquisition of the assets of Hollywood Foods is intended to qualify as Boost's "Qualifying Transaction" as defined by Exchange Policy 2.4.
Termination of Proposed Qualifying Transaction
Boost also announces that its proposed Qualifying Transaction with Holle Potash Corp. (originally announced on February 22, 2012) has been terminated.
About Hollywood Foods Inc.
Hollywood Foods, a company incorporated under the laws of the Province of Alberta, is a leading manufacturer and supplier of fresh/frozen, artisan-style pastas and prepared meals to retailers, as well as hospitality, education, and healthcare industries. Margot Micallef, of Alberta, Canada, is the sole shareholder and director of Hollywood Foods.
Sponsorship of Qualifying Transaction
Boost intends to make application to Exchange that the Qualifying Transaction should be exempt from sponsorship requirements in accordance with Policy 2.2 of the Exchange. However, there can be no assurance that Boost will obtain such exemption.
About Boost Capital Corp.
Boost, a capital pool company within the meaning of the policies of the Exchange, was listed on the Exchange on February 7, 2012. Boost does not have any operations and has no assets other than cash. Boost's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
The securities of Boost are subject to cease trade orders issued by the British Columbia and Ontario securities commissions for failure to file audited annual financial statements for the year ended March 31, 2013 and related management's discussion and analysis and CEO and CFO certifications. Boost is working towards filing outstanding continuous disclosure documents and obtaining an order revoking the cease trade orders. Subject to a bulletin issued by the Exchange, upon revocation of the cease trade orders, the shares of Boost will remain suspended by the Exchange until the Exchange is satisfied that Boost meets Exchange requirements.
Pursuant to Policy 2.4 of the Exchange, Boost was required to complete a Qualifying Transaction within 24 months from the date of its listing on the Exchange. Accordingly, effective on or about February 7, 2014, the shares of Boost would have been suspended from trading on the Exchange. Boost will have until approximately May 8, 2014 (90 days) to complete a Qualifying Transaction. Boost will be taking the necessary measures (including holding a shareholders' meeting) over the next 90 days to ensure that if a Qualifying Transaction is not completed by May 8, 2014 its shares will be transferred to the NEX board of the Exchange.
The information in this press release related to Hollywood Foods was provided to Boost by Hollywood Foods.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Boost and Hollywood Foods believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Boost and Hollywood Foods disclaim any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.