Perfect Fry Corporation

TSX VENTURE : PNM


Perfect Fry Corporation

February 25, 2008 13:05 ET

Perfect Fry Acquires "Freshpop" Hot Air Popcorn Machine Business

CALGARY, ALBERTA--(Marketwire - Feb. 25, 2008) - Perfect Fry Corporation (TSX VENTURE:PNM) is pleased to announce that it has entered the business of the design, manufacture and sale of hot air popcorn machines by acquiring the assets of a private Calgary-based company comprising the "Freshpop" trademarks and intellectual properties as well as all other business assets. The "Freshpop" line of hot air popcorn machines includes a coin operated hot air popcorn vending machine and an automated theatre/concession style hot air popcorn machine. For the past 15 years, the Freshpop product lines have been sold in over 30 countries world wide. The Freshpop brand has the unique distinction for marketing a healthy alternative snack food through vending opportunities considering the desire to eliminate the "un-healthy" snack foods from the current school systems and general public places. You can view the complete product line at www.freshpop.com

Perfect Fry has paid $245,000 ($125,000 in cash and $120,000 in shares (600,000 at $0.20 per share)) as consideration for the business assets, and in addition has agreed (i) to pay up to an additional $175,000 ($100,000 in 2009 and $75,000 in 2010) contingent on sales (subject to margin requirements) of hot air popcorn machines reaching $1,000,000 in each of Perfect Fry's 2009 and 2010 fiscal year ends, and (ii) to issue an additional 600,000 common shares in the event a new model hot air popcorn machine is successfully designed by November 1, 2008. It is also contemplated that two of the principals of the business will join Perfect Fry in order to assist with the design of the new popcorn machine models and exploit sales of the new machines through their existing distribution networks around the world.

Perfect Fry intends to consolidate the design, assembly and sales of the hot air popcorn machines at its manufacturing facility in Calgary, Alberta where it currently designs, manufactures and sells deep fryers for the food equipment industry.

Gary Calderwood, President and CEO of Perfect Fry considers the acquisition to be strategic and timely. He says,

"As governments move to improve the health of the population, and youth in particular, we see an opportunity to provide a healthy alternative to existing snacks. Air popped corn has been recommended by the vast majority of health advocacy groups as an ideal substitute for high fat and high sugar snacks. Schools are looking for healthy alternatives to replace lost revenues as many of the traditional snack foods are removed. Freshpop has 15 years experience in delivering hot air popcorn to schools and other markets. At Perfect Fry, we have developed award winning new products at and with our distributor network and existing infrastructure, we have a very good fit with Freshpop. The timing could not be better and we look forward to introducing a number of new products in the near future."

Founded in 1985, Perfect Fry manufactures and markets state-of-the-art, counter-top deep fryers, accessories and other peripherals. Markets are now world-wide, encompassing and targeting that part of the fast-food retail industry that specializes in popular, tasty deep-fried foods at snack bars, food kiosks, sports and recreation outlets, concession stands and convenience stores.

Certain information regarding the transaction outlined above may constitute forward-looking statements under applicable securities laws. Such statements are subject to known or unknown risks and uncertainties that may cause actual results or estimates to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not restricted to, the ability of Perfect Fry to successfully integrate and realize the financial benefits of acquisitions and whether strategic initiatives will yield the expected results. These uncertainties may cause actual results to differ from information contained herein. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Except as required by law, Perfect Fry assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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