SOURCE: Franchise Capital Corporation

September 17, 2007 09:51 ET

Franchise Capital Corporation Announces Anticipated Closing Schedule for Acquisition of Aero Exhaust

MURRIETA, CA--(Marketwire - September 17, 2007) - Franchise Capital Corporation (PINKSHEETS: FCCN) today announced the anticipated schedule for the close of the company's acquisition of Aero Exhaust, Inc., which has been set for the week of September 30, 2007.

Aero Exhaust ( is a leader in performance exhaust airflow technology and NASCAR Performance Partner. Franchise Capital, a fully reporting "shell" company, has been positioned to serve as the public vehicle for Aero Exhaust and has provided $1.9 million in financing in the form of a commercial loan to Aero as part of the transaction. The value of the loan and any accrued interest are convertible into Aero Exhaust common stock at the time the share exchange closes.

In order to maintain the timely reporting of the public company financials, Franchise Capital expects to file its annual report for the 2007 fiscal year, which ended on June 30, 2007, by Friday, September 28, 2007.

Franchise Capital and Aero Exhaust expect to close the acquisition during the week of September 30, 2007. Within four days of the close of the transaction, a Current Report on Form 8-K will be filed with the Securities and Exchange Commission, which will include the details of the close, the financials of Aero Exhaust, the consolidated financials of Franchise Capital including the Aero financials, and the terms of the acquisition including the final share exchange between the two companies.

Shortly thereafter, the company will file the appropriate documents to execute a name change and trading symbol change to properly reflect the fact that Aero Exhaust will be the focus of its operations.

Current Franchise Capital shareholders are not expected to be required to tender shares as part of the close of the transaction. Aero Exhaust shareholders will, as part of the close, tender their shares of Aero Exhaust and will be issued restricted common stock of the public company in a percentage commensurate to their percentage ownership of Aero Exhaust and the final percentage of Franchise Capital stock that Aero Exhaust shareholders will receive in the transaction.

"As we prepare to close the acquisition of Aero Exhaust, Franchise Capital management thought it would be helpful to lay out the expected closing schedule for our shareholders," stated chief executive officer Steven R. Peacock. "This transaction has generated a significant following in the public markets, and we want to keep Franchise Capital stockholders apprised of our expectations related to the timing of the close, the disclosure of Aero's audited financials, the name change and stock symbol change, and the exchange of private shares of Aero Exhaust for shares of the public company.

"We hope this clarifies the process to some extent, and we will endeavor to keep shareholders updated as the closing schedule is executed. Beyond just the close itself, we continue to be excited by the possibilities of the Aero acquisition, its future potential as a public company and the long-term value that we expect to be delivered to shareholders as a result of this transaction," Mr. Peacock added.

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About Aero Exhaust:

Aero Exhaust is a world leader in performance exhaust airflow technology, manufacturing and distributing the most technologically advanced muffler on the market. Its product lines are built to the highest industry standards and offer the consumer a lifetime warranty. Aero Exhaust has been issued U.S. and Australian patents on its innovations and development in the exhaust industry, and its mufflers are available worldwide through major retailers, mass merchant centers, automotive aftermarket supply stores and wholesalers. Aero Exhaust mufflers are an exclusive National Association for Stock Car Auto Racing (NASCAR) Performance product and carry the prestigious NASCAR brand on product, packaging and related media. NASCAR legend Rusty Wallace is the official spokesperson for Aero Exhaust products. Additional information on Aero Exhaust's products, race team, and motorsports ventures can be found on its corporate website,

Safe Harbor Statement: The statements in this release that relate to future plans, expectations, events, performance and the like are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results or events could differ materially from those described in the forward-looking statements due to a variety of factors, including the lack of funding, inability to complete required SEC filings, and others set forth in the Company's report on Form 10-K/A for fiscal year 2006 filed with the Securities and Exchange Commission.

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