Zoran K. Corporation

George Michaels

October 27, 2006 13:28 ET

Change of Control at Central Canada Foods

MISSISSAUGA, ONTARIO--(CCNMatthews - Oct. 27, 2006) - The controlling shareholder and president of Central Canada Foods Corp. (the "Company"), George Michaels along with his wife, and two other independent members of his family have entered into a share purchase agreement ("SPA") dated effective as of October 26, 2006 to sell their interest in the Company to Zoran K Corporation, a private Ontario company controlled by Zoran Konevic, subject to regulatory approval. The transaction contemplates that Mr. Michaels will remain as President and Director of the Company.

In contemplation of the closing of this transaction, George Michaels and his wife Francine Michaels filed with SEDAR their respective Notice of Intention to Distribute (Form 45-102F1) on October 26, 2006.

Under the SPA, Mr. Michaels and his family members will sell 10,005,333 Class A common shares, or approximately 52% of the issued and outstanding shares of the Company to Zoran K Corporation. Mr. Michaels currently controls 9,300,000 of said shares directly and 300,000 through his wife. Upon the closing of the transaction, the sale will constitute a take-over bid exempt from the take-over bid rules set out in the securities legislation.

The shares shall be acquired at a purchase price of $0.23 per share pursuant to the terms of the SPA. The shares shall be pledged against all moneys owed by Zoran K Corporation to Mr. Michaels and his family members as set out in the SPA. The transaction is expected to close on November 3, 2006.

"I am very pleased to acquire a controlling interest in Central Canada Foods Corporation and look forward to the future growth of the company" said Zoran Konevic.

About Central Canada Foods Corporation

Central Canada Foods Corporation (TSX VENTURE:CDF.A) is a federally inspected, HACCP approved, meat processing company that converts wholesale cuts or "primal meat cuts" and converts smaller cuts derived from the primal cuts or "sub primal meat cuts" into fresh-boxed and case ready products, including hams and boneless picnic loins, for shipment to its customers. CCFC's products are marketed and sold to Canadian national and regional grocery chains, as well as in the Asian-Pacific market and other international markets.

This News Release may contain certain forward-looking statements, which statements can be identified by the use of forward-looking terminology such as "may", "will", "expect", "anticipate", "estimate", "predict", "plans", or "continues" or the negative thereof or any other variations thereon or comparable terminology referring to future events or results. Forward looking statements are statements about the future and are inherently uncertain, and the Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including without limitation, the need for regulatory approval, marketing/manufacturing and partnership/strategic alliance risks, the effect of competition, uncertainty of the size and existence of a market opportunity for the Company's products, as well as a description of other risks and uncertainties affecting the Company and its business, as contained in news releases and filings with the Canadian Securities Regulatory Authorities, any of which could cause actual results to vary materially from current results or the Company's anticipated future results. Forward-looking statements are based on the beliefs, opinions and expectations of the Company's management at the time they are made, and the Company does not assume any obligation to update its forward-looking statement if those beliefs, opinions or expectations, or other circumstances should change.

The Toronto Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.

Contact Information

  • George Michaels
    (905) 272-3133
    Zoran Konevic
    (416) 820-3600