Gatorz Inc.

Gatorz Inc.

July 31, 2009 14:32 ET

Gatorz Inc. and No Fear Retail Enter Into Business Combination

Gatorz Concludes Strategic Alternative Process

OAKVILLE, ONTARIO--(Marketwire - July 31, 2009) -


Gatorz Inc. (TSX VENTURE:GTZ) ("Gatorz" or the "Company"), is pleased to announce the conclusion of its strategic alternative process previously announced on March 23, 2009. The independent special committee of the board of directors, whose members consist of directors Mark Alden, Bryan Welsh and Jean Francois Thorman (the "Special Committee"), delivered its recommendation to the board of directors of Gatorz that it enter into a two-stage business combination (the "Proposed Transaction") with No Fear Retail Stores, Inc. ("No Fear Retail"). The Proposed Transaction received the approval of the board of directors of Gatorz.

Investor Based Finance Group ("IBF"), an investment banking boutique, acted as advisor to the Special Committee in connection with the strategic alternative process. IBF is controlled by Scott Samuel, the current Chairman of the board of directors of Gatorz. IBF received no fees in connection with its advisory services to the Special Committee and Mr. Samuel abstained from voting on all matters related to the Proposed Transaction.

The first stage of the Proposed Transaction involves a minority equity swap, integration of physical operations and a private placement. Gatorz proposes to issue 7,500,000 (17.5%) common shares of Gatorz Inc. in return for 2.25% of the issued and outstanding shares of common stock of No Fear Retail. In connection with the first stage Gatorz proposes to raise a minimum of USD$300,000 to a maximum of USD$800,000 by way of a non-brokered private placement of common shares in the capital of Gatorz (the "Proposed Private Placement"). The proceeds from the Proposed Private Placement will be used for, among other things, for payment of arrears on Gatorz outstanding debt (operating under informal forbearance agreements) and for general working capital purposes. The second stage of the Proposed Transaction involves the completion of a reverse takeover of Gatorz by No Fear Retail Stores whereby the current shareholders of No Fear Retail will acquire 75% of Gatorz and the current shareholders of Gatorz will hold 25%, (subject to a cap/collar formula) of the remaining issued and outstanding common shares.

Completion of the Proposed Transaction and the other transactions described in this press release are subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions, including, among other things, the approval of the TSX Venture Exchange (the "Exchange"). A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.

About No Fear Retail Stores, Inc.

No Fear Retail Stores, Inc. ( is a retailer of action sports and casual lifestyle apparel and accessories targeting young adults and teens. No Fear Retail sells a broad range of apparel and accessories, primarily under the No Fear and So Cal brands, including t-shirts, jackets, sweatshirts, jeans, walk shorts, board shorts, bags and watches. In addition to these proprietary brands, the company sells apparel and accessories consistent with its lifestyle focus from leading brands including FMF, Metal Mulisha, Spy Optic and SRH. No Fear Retail currently operates 55 retail stores in six states predominately in the south western United States, with a majority of stores in California. No Fear Retail, which is a privately-held California corporation, generated revenues of USD $40.2 million in its fiscal year ending August 2008.

Mark Simo, CEO of No Fear Retail, founded and led the early growth of Orange 21, a NASDAQ listed company that designs, manufactures and distributes Spy Optic sunglasses. Mark possesses over 15 years of experience in the optical market and, in addition, was instrumental in establishing numerous iconic brands including, in addition to Spy Optic and No Fear, Bad Boy Club and Life's A Beach.

About Gatorz

Gatorz Inc. designs, manufactures, and distributes 7075 Billet Aircraft Aluminum performance eyewear, including sunglasses from handmade Acetate. Gatorz precision built aluminum eyewear is proudly made in the USA, offering superior craftsmanship, performance and durability. Gatorz proprietary technologies include the ability to customize the frame to your specific facial features. In addition, our lens technology, TruRay Optics, offers the most comprehensive assortment of ballistic impact-proof lenses which are 100% UV blocking, optically correct and distortion free. Gatorz distribution markets include: Motorsports, Motorcycle Industry, Skydiving, Military, Off-Road Industry, Action Sports, Hunting & Fishing, to name a few.

Gatorz products are proudly worn by race car drivers Marco and Michael Andretti (IRL), Kurt Busch and Sam Hornish Jr. along with top U.S bike builders and the famous Golden Knights parachute team.

Investor Relations Inquiries:

Gatorz has launched a dedicated Investor Relations website. Investors are encouraged to visit

Completion of the transactions described in this press release are subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transactions described herein cannot close until the required Shareholder approval is obtained. There can be no assurance that the transactions described herein will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Gatorz Inc. should be considered highly speculative.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The risks going forward remain adding production capacity and the ability to meet this demand, controlling costs and sourcing ongoing funds to meet increased growth targets. Gatorz Inc. is also subject to the general economic conditions in the domestic and international markets it operates in. Gatorz Inc. assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Gatorz Inc.

The TSX Venture 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 TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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