Alliance Financing Group Inc.

Alliance Financing Group Inc.

September 24, 2010 16:30 ET

Alliance Financing Enters Agreement to Sell Operating Assets to Management Group

TORONTO, ONTARIO--(Marketwire - Sept. 24, 2010) - Alliance Financing Group Inc. (the "Corporation") announced today that it entered into a definitive agreement to sell all operating assets of the Corporation to an investor group led by Bernard Shimkovitz, the Chief Executive Officer of the Corporation, and Scott Hinsperger, the Executive Vice President of the Corporation. The purchaser will also assume all liabilities relating to the operating business. The proposed purchase price is C$40,000 which is payable in cash at closing.

Messrs. Shimkovitz and Hinsperger and certain other shareholders of the Corporation intend to sell, in a related transaction, an aggregate of 6,887,333 common shares of the Corporation representing approximately 47.6% of the number of outstanding shares of the Corporation, to be directly or indirectly acquired by Brillco Inc. and 200800 Ontario Limited, Toronto-based investment companies controlled by Jennifer Goldman and Wayne Beach, respectively (collectively, the "New Shareholders"). The share sale would be conditional upon the management group's purchase of the Corporation's operating assets.

The board of directors has received a formal valuation from Klein Valuation Services Inc. of Toronto valuing the operating assets to be sold (net of related liabilities) at $38,000. On the basis of the valuation, scale of and future prospects for the Corporation's lease financing business and other factors, the board of directors (excluding Messrs. Shimkovitz and Hinsperger, who declared their conflict of interest and abstained from voting on any matters relating to the asset sale transaction) concluded that the asset sale transaction was in the best interests of the Corporation and fair to disinterested shareholders.

By virtue of the interests of Messrs. Shimkovitz and Hinsperger in the transaction, the asset sale transaction is a related party transaction under Multilateral Instrument Rule 61-101 - Protection of Minority Security Holders in Special Transactions and requires the approval of shareholders of the Corporation by both special resolution and on a majority of the minority basis. An annual and special meeting of shareholders has been called for October 18, 2010 in Toronto at which time the asset sale transaction and related matters will be considered. If the transactions are completed, it is anticipated that the current officers and directors of the Corporation will resign and be replaced by nominees of the New Shareholders.

About Alliance Financing Group Inc.

Alliance Financing is a diversified commercial finance institution that specializes in providing branded or white labelled asset based financing solutions, to the SMB (Small to Mid-sized Business) marketplace and to public sector organizations. Alliance Financing works within a multi-underwriter business model, providing a comprehensive suite of financing options available from selected underwriting partners, which include banks, lessors, and other financial institutions. Its financing solutions are delivered through both traditional bricks and mortar channels and various Internet channels. Alliance Financing maintains a "high-tech, human touch" philosophy; utilizing a combination of proprietary technology - such as its private labelled online financing tools, selected ASP technologies, and a dedicated staff of finance professionals to deliver its products and solutions.

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