Sunora Foods Inc. (formerly Thoroughbred Capital Inc.) Announces
Closing of its Qualifying Transaction with Sunora Foods Ltd.,
Concurrent Offering and Completion of Change of Corporate Name
OTTAWA, ONTARIO--(Marketwired - Dec 17, 2013) - Sunora Foods
Inc. (TSX-VENTURE:SNF) (formerly Thoroughbred Capital Inc.)
(TSX-VENTURE:TBC.P) (the "Corporation") is pleased to announce the
closing of its previously announced qualifying transaction (the
Qualifying Transaction"), as such term is defined in the policies
of the TSX Venture Exchange Inc. (the "Exchange") as well as the
change of name to Sunora Foods Inc. (the "Name Change") all
effective December 17, 2013. Information relating to the Qualifying
Transaction was initially announced on April 10, 2013 and the
comprehensive press release providing further particulars on the
Qualifying Transaction was announced on November 6, 2013 (the
"Comprehensive Press Release") and the filing statement was filed
on November 28, 2013 (the "Filing Statement"); to view this
information, readers are directed to the Corporation's SEDAR
profile at www.sedar.com.
The Corporation will be filing final submissions with the
Exchange in connection with the closing of the Qualifying
Transaction. Upon receiving final approval from the Exchange, it is
expected that the Corporation will be a Tier 2 Industrial Issuer
and will trade under the symbol SNF. The Corporation intends to
issue a press release once the Common Shares are reinstated for
trading on the Exchange.
Qualifying Transaction
The Corporation is pleased to announce that pursuant to the
securities exchange agreement (the "Securities Exchange Agreement")
dated December 17, 2013 between the Corporation and Sunora Foods
Ltd. ("Sunora"), the Corporation acquired all of the issued and
outstanding shares of Sunora, being 10,000 common shares (the
"Sunora Shares") held by the sole shareholder of Sunora on the
basis of 3,000 shares in the capital of the Corporation (the
"Common Shares") for each 1 Sunora Share.
After completion of the Qualifying Transaction and prior to the
closing of the private placement described herein, there were
36,000,000 Common Shares issued and outstanding, of which current
shareholders of the Corporation owned 6,000,000 Common Shares
(16.67%) and the former Sunora shareholder owned 30,000,000 Common
Shares (83.33%). Accordingly, the Qualifying Transaction
constituted a reverse asset acquisition of the Corporation for
accounting purposes.
Offering
The Corporation is pleased to announce that in connection with
the Qualifying Transaction, the Corporation raised capital through
an offering for aggregate gross proceeds of $938,150.05 (the
"Offering"). The Offering was comprised of a brokered private
placement (the "Brokered Private Placement") and a non-brokered
private placement (the "Non-Brokered Private Placement") which
contemplated a minimum of $600,000 and a maximum of $1,100,000. The
Offering consisted of the issuance of units (the "Units") sold at a
price of $0.15 per Unit. Each Unit was comprised of one (1) Common
Share and one (1) warrant to purchase one (1) Common Share (the
"Warrant"). Each Warrant entitles the holder to purchase one (1)
Common Share at a price of twenty-five cents ($0.25) per Sunora
Share for a period of twenty-four (24) months from the closing date
of the Offering.
The Corporation retained the services of Fin-XO Securities Inc.
to act as agent (the "Agent") to assist it to complete the Brokered
Private Placement pursuant to an agency agreement among the
Corporation, Sunora and the Agent dated December 17, 2013 (the
"Agency Agreement"). The Brokered Private Placement was initially
intended to raise $600,000, however subsequent to the issuance of
the Comprehensive Press Release, the Corporation and the Agent
agreed, with the consent of the Exchange, to increase the Brokered
Private Placement portion of the Offering to an amount between
$600,000 and $850,000. At Closing, the Brokered Private Placement
consisted of the issuance of 4,587,667 Units for aggregate gross
proceeds of $688,150.05.
Pursuant to the Agency Agreement, the Corporation paid the Agent
a corporate finance fee of $20,000 plus applicable taxes in
addition to a marketing commission of seven and one half percent
(7.5%) of gross proceeds of the Units sold by the Agent pursuant to
the Brokered Private Placement resulting in the payment of
$51,611.25 to the Agent and issued an option to purchase Common
Shares in an amount equal to seven and one half percent (7.5%) of
the Units sold by the Agent pursuant to the Brokered Private
Placement resulting in the issuance of 344,075 options to the Agent
(the "Agent's Option") exercisable at a price of $0.15 per Common
Share for a period of twenty-four (24) months from the closing of
the Offering. The Agent was also reimbursed for its expenses
incurred pursuant to the Brokered Private Placement, including
legal fees.
The Corporation retained the services of a finder (the "Finder")
to facilitate the Non-Brokered Private Placement pursuant to a
finder's fee agreement (the "Finder's Fee Agreement") between the
Corporation and the Finder dated October 28, 2013. The Non-Brokered
Private Placement consisted of the issuance of 1,666,665 Units for
aggregate gross proceeds of $250,000.
Pursuant to the Finder's Fee Agreement, the Finder was granted
an option to purchase Common Shares in an amount equal to seven and
one half percent (7.5%) of the Units issued in the Non-Brokered
Private Placement resulting in the issuance of 124,999 options to
the Finder (the "Finder's Option") exercisable at a price of $0.15
per Common Share for a period of twenty-four (24) months from the
closing of the Offering.
The resulting number of Common Shares issued and outstanding on
the completion of the Qualifying Transaction and the Financing is
42,254,332 Common Shares. This amount includes the 6,254,332 Common
Shares issued pursuant to the Offering, the 30,000,000 Common
Shares issued pursuant to the Securities Exchange Agreement and the
6,000,000 Common Shares outstanding prior to the Qualifying
Transaction. In addition, there are 600,000 options, 344,075
Agent's Options, 124,999 Finder's Options and 6,254,332 warrants
outstanding, which, if exercised completely, would increase the
amount of the Corporation's Common Shares outstanding to
49,577,738.
The net proceeds of the Offering will be used by the Corporation
to pay costs associated with the Offering and the Qualifying
Transaction, to finance the business of the Corporation and for
working capital and other corporate purposes, all as disclosed in
the Filing Statement.
Name Change
Concurrent with the Qualifying Transaction, the Corporation
changed its name from "Thoroughbred Capital Inc." to "Sunora Foods
Inc." to more appropriately reflect its going-forward business and
operations.
Reconstruction of Board of Directors and New Officers
As part of the Qualifying Transaction, two directors (Michael
Gerrior and Lorraine Mastermith) resigned from the Board and three
new directors were appointed in their place. The directors of the
Corporation now consist of Steve Bank (Chairman of the Board), Ron
Rash, James Lawson, Daniel Hilton and Michael Inskip. The Board has
appointed senior management consisting of Steve Bank (Chief
Executive Officer), Catherine Toews (Chief Financial Officer) and
Lorraine Mastersmith (Corporate Secretary). The biographies of the
newly appointed directors and officers have been previously
announced and may also be found in the Filing Statement on
www.sedar.com.
Stock Options and Other Matters
No amendments have been made to the Corporation's existing stock
option plan and no options have been issued as part of the
Qualifying Transaction.
The Qualifying Transaction constitutes an arm's length
Qualifying Transaction, as no party to the transaction is a
"Control Person" (as defined in TSX Venture Exchange Policy 1.1) of
both the Corporation and Sunora. There was no requirement to obtain
shareholder approval of the Qualifying Transaction from the
shareholders of the Corporation, and no "Majority of the Minority"
requirements are triggered under Exchange Policy 5.9.
About Sunora Foods Inc.
Sunora was founded by Steve Bank in 1990. Over its twenty-three
year history of operations the company has grown from a small
startup supplying a limited number of Canola oil products to the
Canadian and United States markets to a consistently profitable
trader in the global food oil industry.
Although Sunora's primary trading product is Canola oil, it also
trades a variety of other food oil products, including corn oil,
soybean oil, olive oil and specialty oils (including blends of
Canola with extra virgin olive oil and organic oils) under the
"Sunora" and "Sunera" brands and numerous private labels, to
customers in thirty different countries across the globe.
Sunora buys food oils in large commercial quantities from Seed
Crushers and resells the food oils either in bulk to food oil
processors or in smaller quantities that are repackaged for
customers in the retail and food services industries around the
world. Repackaging is done under the Sunora brands and private
labels.
To find out more about Sunora Foods Inc. (TSX-VENTURE:SNF),
visit our website at www.sunora.com.
The Exchange has in no way passed upon the merits of the
Qualifying Transaction and has neither approved nor disapproved the
contents of this press release.
Neither the 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 press release.
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. These and all subsequent written and oral statements
containing forward-looking information are based on the estimates
and opinions of management on the dates they are made and expressly
qualified in their entirety by this notice.
The Corporation assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to the Corporation. Readers are cautioned not to place
undue reliance on any statements of forward-looking information
that speak only as of the date of this release. Additional
information identifying risks and uncertainties is contained in the
Corporation's filings with the Canadian securities regulators,
which filings are available at www.sedar.com.
Sunora Foods Inc.Steve BankChief Executive Officer(403)
247-8300(403) 247-8340steve.bank@sunora.comwww.sunora.com
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