Gatorz Inc.
TSX VENTURE : GTZ

Gatorz Inc.
No Fear Retail Stores, Inc.

No Fear Retail Stores, Inc.

December 02, 2010 20:28 ET

Gatorz Inc. Files Amended and Restated Prospectus and Provides Update on Proposed Acquisition of No Fear Retail Stores, Inc.

Resulting Issuer to Be Named "No Fear Holdings Inc."

OAKVILLE, ONTARIO and CARLSBAD, CALIFORNIA--(Marketwire - Dec. 2, 2010) -

NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Gatorz Inc. ("Gatorz") (TSX VENTURE:GTZ) is pleased to announce that it has filed an amended and restated prospectus (the "Amended and Restated Prospectus") with securities regulators in the provinces of Ontario, British Columbia, Alberta, Saskatchewan and Manitoba in connection with an offering of 2,500,000 common shares in the capital of Gatorz (each, a "Common Share") for aggregate gross proceeds of $2,000,000 (the "Offering"). Octagon Capital Corporation is acting as agent on the Offering. 

In connection with the filing of the Amended and Restated Prospectus, Gatorz also announces that it has received an amended conditional approval of the TSX Venture Exchange (the "Exchange") as further described in the Amended and Restated Prospectus. The Offering is being undertaking in connection with its previously announced proposed business combination with No Fear Retail Stores, Inc. ("No Fear"), a private company incorporated under the laws of the State of California and controlled by Simo Holdings, Inc. ("Simo Holdings") (collectively, the "RTO"). Completion of RTO, the Offering 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. 

About No Fear

No Fear Retail Stores, Inc. (www.nofear.com) is a retailer of action sports and casual youth lifestyle apparel and accessories targeting young adults and teens. No Fear 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. As of October 31, 2010, No Fear operated 53 retail stores in seven states predominately in the south western United States, with a majority of stores in California.

About Gatorz

Gatorz Inc. (www.gatorz.com) designs, manufactures, and distributes performance eyewear, including sunglasses crafted from 7075 billet aluminum and from acetate. Gatorz precision built aluminum eyewear is proudly made in the USA, offering superior craftsmanship, performance and durability. Gatorz distribution markets include motorcycling and other motorsports, skydiving, military, off-road, action sports and hunting & fishing.

Completion of the RTO and the Offering are subject to a number of conditions, including but not limited to Exchange acceptance. There can be no assurance that the RTO or the Offering will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the RTO or the Offering may not be accurate or complete and should not be relied upon. Trading in the securities of Gatorz should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the RTO or the Offering and has neither approved nor disapproved the contents of this press release.

Pursuant to certain provisions of the United States Internal Revenue Code, a non-U.S. corporation that acquires substantially all of the stock of a U.S. corporation in exchange for its own stock will be treated as a U.S. corporation for U.S. federal income tax purposes if certain conditions are satisfied. Gatorz believes that these conditions will be met in the transactions under the Merger Agreement. Accordingly, Gatorz intends to treat itself as a U.S. corporation for U.S. federal income tax purposes after the consummation of such transactions. Since Gatorz will be considered a U.S. resident corporation for U.S. tax purposes and a Canadian resident corporation for Canadian tax purposes, both U.S. and Canadian tax may be imposed on distributions on and dispositions of Common Shares. The availability of foreign tax credits if both countries impose tax on a Gatorz shareholder is uncertain. Each Holder is urged to consult his or her own tax advisors concerning the tax consequences of owning and disposing of Common Shares.

This release includes forward-looking statements including with regard to Gatorz, No Fear and their respective business and the completion of the transactions contemplated by the RTO and Offering. Such statements are based on management's current expectations. The forward-looking events and circumstances discussed in this release, including completion of the RTO and Offering between the parties may not occur and actual operating results could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including, among others, risks regarding each of Gatorz's and No Fear's limited operating histories and histories of operating losses, dependence on key personnel, the competitive retail environment, seasonality and dependence on suppliers. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Gatorz and Simo Holdings undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. 

This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of Gatorz or No Fear.

Neither the TSX Venture Exchange Inc. 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 release.

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