Aumento Capital IV Corporation
TSX VENTURE : ACV.P

March 18, 2015 12:14 ET

Aumento Capital IV Corporation Update to Proposed Qualifying Transaction With Life Choices Natural Food Corp.

TORONTO, ONTARIO--(Marketwired - March 18, 2015) -

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

Aumento Capital IV Corporation ("Aumento" or the "Company") (TSX VENTURE:ACV.P), a capital pool company, is pleased to provide an update to its proposed transaction with Life Choices Natural Food Corp. ("Life Choices") previously announced by press release on November 28, 2014 and which will constitute the Company's qualifying transaction (the "Qualifying Transaction") pursuant to the TSX Venture Exchange's (the "Exchange") Policy 2.4 - Capital Pool Companies (the "Policy").

The Qualifying Transaction

Prior to closing the Qualifying Transaction, Aumento will complete a share consolidation on the basis of one post-consolidation common share (each a "Common Shares") for every two Common Shares currently issued and outstanding (the "Consolidation") bringing the total post-Consolidation Common Shares to 804,650. In addition, prior to closing the Private Placement (as described below), Life Choices will complete a share split whereby every issued and outstanding common share of Life Choices (the "Life Choices Shares") shall be exchanged for 4.364521 post-share split Life Choices Shares (the "Share Split"). Life Choices currently has 3,369,415 Life Choices Shares issued and outstanding, and following completion of the Share Split, will have 14,705,885 Life Choices Shares issued and outstanding.

The Qualifying Transaction will be effected by way of three-cornered amalgamation pursuant to which a wholly-owned subsidiary of Aumento will amalgamate with Life Choices, and each Life Choices shareholder (post Share Split) shall receive one post Consolidation Common Share of Aumento for every Life Choices Share held by them resulting in the issuance by the Company of 18,602,944 Common Shares (assuming completion of the Private Placement (as defined below) and no exercise of the Over-Allotment Option (as defined below).

Life Choices is considered a development stage company and has had total revenues from operations of $2,201,116 and $1,191,367 for the nine-month periods ended December 31, 2014 and 2013, respectively. Life Choices had gross margin of $319,940 and net losses of $855,242 for the nine-month period December 31, 2014. As of December 31, 2014, Life Choices had total assets of $1,409,338 and total liabilities of $1,701,886. All of the foregoing figures are unaudited and remain subject to further adjustments.

Concurrent Financing

The Company has entered into an engagement agreement with Life Choices and Canaccord Genuity Corp. ("Canaccord") pursuant to which Canaccord will act as agent to sell on a "best efforts" private placement basis (the "Private Placement"), 3,897,059 Life Choices Shares at a price of $1.36 per Life Choices Share for gross proceeds of $5.3 million. Canaccord shall have an option (the "Over-Allotment Option"), exercisable up to 48 hours before the closing of the Private Placement, to purchase up to an additional 15% of the number of Life Choices Shares sold under the Private Placement.

Canaccord will receive a cash commission equal to 7.0% of the gross proceeds raised in the Private Placement, including the Over-Allotment Option, excluding any president's list subscriptions that are over $150,000, which orders shall have a cash commission of 3.5%. Canaccord shall also receive options granted by Life Choices to purchase Life Choices Shares (the "Agent's Options") equal to 7.0% of the number of Life Choices Shares issued in respect of the Private Placement, including the Over-Allotment Option, and excluding those Life Choices Shares issued to President's List subscribers where in each case such persons subscribe for over $150,000 of Life Choices Shares, for which Agent's Options equal to 3.5% shall be issued, each such Agent's Option exercisable at $1.36 for a period of 24 months from the date of issuance. It is expected that the parties will enter into an agency agreement on closing containing customary representations, warranties and conditions for a transaction of this nature.

Upon closing of the Qualifying Transaction, each of the Life Choices Shares, including those issued pursuant to the Private Placement, shall be exchanged for common shares of the Resulting Issuer (as such term is defined in the Policy), and the Agent's Options shall be exchanged for equivalent options of the Resulting Issuer.

Proceeds of the Private Placement will be used to pay for the costs of the Qualifying Transaction, repayment of debt, potential acquisitions and to fund ongoing working capital requirements.

Proposed Management of the Resulting Issuer

Life Choices is in the process of selecting a Chief Financial Officer for the Resulting Issuer and Aumento will provide an update via press release once an individual has been identified.

Subject to Exchange approval, on completion of the proposed Qualifying Transaction, the following individuals are proposed directors and/or officers of the Resulting Issuer:

Matthew von Teichman - President, Chief Executive Officer and Director

Matthew von Teichman is the President, Chief Executive Officer, Director and founder of Life Choices. Mr. von Teichman founded Life Choices in 2002 in order to provide families with healthier eating options than what existed in the Canadian retail food market. Life Choices has grown to include four brands and over 30 products that are widely distributed across Canada. In 1997, Mr. von Teichman co-founded and was president of JobShark Corporation ("Jobshark"), which grew to become one of the largest online recruitment organizations in North America, boasting 100 employees in nine countries. Mr. von Teichman sold JobShark in 2002 and remained on the board of directors of JobShark until 2003. Mr. von Teichman holds a Bachelor of Arts degree from the University of Western Ontario (now Western University) and is an active Board member of the Childhood Cancer Canada Foundation.

Aaron Skelton - Vice President - Brands and Business Development

Aaron Skelton is the Vice President - Brands and Business Development of Life Choices. Prior to joining Life Choices, Mr. Skelton spent approximately 10 years (from June 2004 to January 2014) with Loblaw Companies Limited ("Loblaws"). During his tenure at Loblaws, Mr. Skelton operated in a variety of increasingly senior roles focusing on natural value, health food, natural value non-food and other related food categories within Loblaws. Mr. Skelton is a graduate of University of Guelph (BSc Hon, Nutrition and Nutraceutical Sciences).

James M. Brown - Director

James M. Brown is President of Jamevest Enterprises Ltd. and was formerly Managing Partner of a specialty finance company called Difference Capital Funding Inc. Mr. Brown is also a director of BC Hydro. He has spent over 15 years in corporate finance with significant transactional experience in both the Canadian and US capital markets. Mr. Brown is based in Boston and was the former President of Canaccord Genuity Inc., a leading independent investment bank. As head of the firm's US operations, he led the company to significant growth and oversaw 250 employees.

Mr. Brown is a graduate with distinction of McGill University (B.A.), is a Chartered Business Valuator (a member of the Canadian Institute of Chartered Business Valuators), has served on the National Advisory Committee for the Toronto Stock Exchange Group and is a member of the Young President's Organization.

James Haggerty - Director

Mr. Haggerty is the current Chief Executive Officer and Chief Operating Officer of Shop.ca. From 2005 to 2012, Mr. Haggerty worked for Rogers Communications Inc. in several capacities, culminating as the Executive Vice President of Television Operations for Rogers Broadcasting Ltd. and the Vice President of Financial Operations for Rogers Media Inc. Mr. Haggerty has considerable mergers and acquisition experience, has served as the Chief Financial Officer for a division of a publicly listed company and is currently the audit committee chair for a publicly listed company. Mr. Haggerty is a Certified Public Accountant and a Chartered Accountant.

Blair Tamblyn - Director

Blair Tamblyn is a Co-Founder, Managing Director and Chief Executive Officer of Timbercreek Asset Management. Mr. Tamblyn is also Chairman of the Board for Timbercreek Mortgage Investment Corporation and Timbercreek Senior Mortgage Investment Corporation. Mr. Tamblyn has over 15 years of experience working with the public and private capital markets and has led the origination, structuring, capitalization and execution of all public and private Timbercreek funds that currently manage approximately $4.4 billion in assets. Prior to founding Timbercreek in 1999, Mr. Tamblyn was employed at Connor, Clark & Company. Mr. Tamblyn is a graduate of the University of Western Ontario and the Rotman School of Business - Director Education Program.

Roger Daher - Director

Roger Daher is a practicing pharmacist and the owner/partner of six Ontario pharmacies. Mr. Daher has worked in the pharmacy industry for 28 years and been a licensed pharmacist for 24 years. From 1993 to 2000 Mr. Daher was Manager, Retail Operations, for the University Health Network. Since 2000, Mr. Daher has expanded his pharmacy ownership to six Ontario Pharmasave pharmacies. Since 2010, Mr. Daher, has been a member of the Pharmasave Ontario board of directors, as well as a member of the audit committee. Mr. Daher also serves as a director of a number of other public companies, including Xylitol Canada Inc., where he is chair of the audit committee. Mr. Daher obtained his Bachelor Science, Pharmacy, from the University of Toronto in 1989.

All information contained in this news release with respect to Aumento and Life Choices was supplied by the parties, respectively, for inclusion herein, and Aumento and its directors and officers have relied on Life Choices for any information concerning such party.

Completion of the Qualifying 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 Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release contains forward-looking statements relating to the timing and completion of the Private Placement and the Qualifying Transaction and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Qualifying Transaction, the Private Placement, and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Qualifying Transaction set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Qualifying Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Contact Information

  • Aumento Capital IV Corporation
    David Danziger, Chief Executive Officer
    Chief Financial Officer, Secretary and Director
    (416) 641-4940
    david.danziger@mnp.ca