Boost Capital Announces Proposed Qualifying Transaction with Hollywood Foods and Termination of Transaction with Holle Potash
February 07 2014 - 2:24PM
Marketwired
Boost Capital Announces Proposed Qualifying Transaction with
Hollywood Foods and Termination of Transaction with Holle Potash
TORONTO, ONTARIO--(Marketwired - Feb 7, 2014) - 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.
Boost Capital Corp.Martin J. DoaneChief Executive Officer(416)
903-6691martin.doane@ubequitycapital.comHollywood Foods Inc.Richard
A. MeloffPresident(647) 345-5772richard@hollywood-foods.com
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