Greenfield Financial Group Inc.
TSX VENTURE : GRF

December 15, 2011 17:17 ET

Greenfield Announces Shareholder Approval for RTO and Financing

TORONTO, ONTARIO--(Marketwire - Dec. 15, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Greenfield Financial Group Inc. (Greenfield) ("GRF") (TSX VENTURE:GRF) is pleased to announce that it has received shareholder approval at a Special and Annual shareholder's meeting held today for its previously announced proposed merger with three private companies, Wheels Holdco Inc. and Bluenose Holdings (Ontario) Inc. (together, "Wheels") and Logistics Holdings International Inc. ("LHI") to combine in a share-exchange reverse-takeover transaction (the "Transaction"), and a concurrent financing (the "Offering").

Completion of the Transaction is subject to a number of conditions, including but not limited to, completion of the Offering, execution of a definitive agreement in respect of the Transaction, and TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

The Company has requested a voluntary trading halt during this closing period to commence at the close of trading today, December 15, 2011, to continue until the transaction closes and TSXV final approvals have been received, which is anticipated during the first week of January 2012.

Notice on forward-looking statements:

This release includes forward-looking statements regarding GRF, Wheels, LHI and their respective businesses. Such statements are based on management's current expectations. The forward-looking events and circumstances discussed in this release, including completion of the proposed transaction between GRF, Wheels, LHI and the Offering, may not occur and actual operating results could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies. 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 GRF undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction 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 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 GRF should be considered highly speculative.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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. The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Greenfield Financial Group Inc.
    Brock Bundy
    Interim President and CEO
    416-581-1654