ComWest Enterprise Corp.

August 19, 2010 14:34 ET

ComWest Enterprise Announces Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 19, 2010) - ComWest Enterprise Corp. (TSX VENTURE:CWP)(TSX VENTURE:CWP.A) (the "Company") is pleased to announce that it has entered into a definitive agreement to acquire the 90% interest in Winnipeg-based Peerless Garments LP ("Peerless") held by a wholly-owned subsidiary of Newport Partners Income Fund (TSX:NPF.UN). Peerless is Canada's leading manufacturer of protective harsh weather outerwear for military personnel.

Subject to closing adjustments, the transaction is valued at approximately $22.275 million and will be financed partly by a private placement of approximately $6 million of equity, as set out below, and the balance by way of term and operating loan facilities provided by a Canadian chartered bank on a fully secured basis. The Board of Directors of ComWest has unanimously approved the transaction which is anticipated to close on or about August 19, 2010.

About Peerless: Founded in 1940, Peerless is the leading supplier of severe weather garments to the Canadian Forces. The company enjoys strong technical expertise in design and product development and minimizes fixed overhead by subcontracting much of its production to smaller manufacturers. Peerless is a limited partnership formed under the laws of Ontario.

"We are acquiring a very high quality niche market business with a long history of profitability in a fragmented industry," commented Douglas Good, President of ComWest. Annual Revenues averaged $35 million for 2008 and 2009. 

Peerless has an able management team headed by minority interest partner in Peerless and CEO, Albert El Tassi, who joined Peerless in 1969 and was appointed Director and Vice President of Operations in 1986. He was appointed CEO in June 2006. In addition to his work at Peerless Mr. El Tassi has been very involved with the community in Winnipeg. In 2002, Mr. El Tassi was a recipient of the Queen's Golden Jubilee Medal. In 2003, he became a Member of the Order of Canada for his charitable work in Winnipeg.

ComWest is proceeding with a non-brokered private placement of 1,000,000 units at a price of $6.00 per unit for gross proceeds of $6,000,000. The proceeds are being used to finance, in part, the acquisition described above and for general working capital purposes. Each unit will consist of one Class B voting common share in the capital of the Company at an issue price of $0.40 and one special warrant (a "Warrant") with an issue price of $5.60. Each Warrant entitles the holder to purchase one convertible preferred share on approval of a class of preferred shares issuable in series by shareholders at the annual and special meeting of shareholders to be held on August 30, 2010. The convertible preferred shares will carry an 8% annual dividend, payable quarterly. Each convertible preferred share will be convertible at any time during the five year term at the option of the holder into seven Class A non-voting equity shares. The convertible preferred shares will be redeemable and retractable at the deemed issue price of $5.60 per preferred share after five years. If the shareholders do not approve of a class of preferred shares issuable in series, the Warrants will be convertible into ten Class A non-voting equity shares.

As the transaction represents a Change in Business under the policies of the TSX Venture Exchange, the continued listing of the Company's shares is subject to Exchange acceptance of the transaction and disinterested Shareholder approval. The shares of ComWest are expected to remain halted until such time as the Company complies with the requirements of the Exchange.

Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.


Douglas F. Good, President

Forward Looking Statements

This news release contains forward-looking statements regarding the future success of the business of the Company that is subject to risk and uncertainties. Examples of such forward-looking statements including, but are not limited to, statements concerning the Corporation's acquisition of an operating business and the Corporation's intention to raise additional capital and financing. These forward-looking statements involve known and unknown risk and uncertainties that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in these forward-looking statements. These risks include risks related to dependence on key personnel, competition, risks related to newly acquired businesses, uncertainty and dilution of additional financing and ability to service debt, as well as the risk factors described in the Corporation's Management Discussion and Analysis filed on SEDAR at, and the risks to be described in any Management Information Circular and/or Filing Statement to be prepared in connection with the transaction. The forward-looking statements contained herein are made as of the date of this Circular and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such forward-looking statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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