Lime Hill Capital Corporation
TSX VENTURE : LHL.P

February 18, 2011 18:10 ET

Lime Hill Capital Corporation Announces Closing of Liquid Nutrition Debenture Offering

CALGARY, ALBERTA--(Marketwire - Feb. 18, 2011) - Lime Hill Capital Corporation ("Lime Hill" or the "Corporation") (TSX VENTURE:LHL.P) is pleased to announce that in connection with its previously announced business combination (the "Transaction") with Liquid Nutrition Group Inc. ("LNGI"), LNGI has increased the size and closed its previously announced brokered private placement of convertible debentures (the "Financing"), issuing $2,500,000 principal amount of convertible debentures (the "LNGI Debentures") bearing interest a rate of 9% per annum, capitalized monthly. The LNGI Debentures are convertible into units of LNGI (the "LNGI Debenture Units") on the basis of one LNGI Debenture Unit for each $0.90 of outstanding principal amount of LNGI Debentures or accrued interest thereon. Each LNGI Debenture Unit will consist of one common share of LNGI and one-half of one share purchase warrant (the "LNGI Warrants") of LNGI exercisable for five (5) years at a price of $1.50 per share.

Avenue Capital Markets CPVC Inc. (the "Agent") acted as agent of the Corporation in connection with the Financing. The Agent and certain other arm's length parties were paid a cash commission equal to 10% of the gross proceeds and were granted agent's options to purchase 277,778 LNGI Debenture Units at a price of $0.90 per LNGI Debenture Unit for a period of 36 months from the Closing Date.

Transaction

As previously announced on January 12, 2011, the Transaction, if completed, is expected to constitute Lime Hill's qualifying transaction for purposes of Policy 2.4 of the TSX Venture Corporate Finance Manual. The parties intend to complete the Transaction by way of an amalgamation to form a new company ("Amalco") called "Liquid Nutrition Group Inc."

The Transaction is subject to the policies of the TSX Venture relating to qualifying transactions, as well as shareholder approval of Lime Hill and LNGI. Upon completion of the Transaction, Amalco will be a company focused on functional food (health and nutrition) franchise market in North America.

Macquarie Private Wealth Inc. has agreed to act as sponsor in connection with the Transaction. Pursuant to an engagement agreement, Macquarie will be paid a sponsorship fee and shall be reimbursed its reasonable expenses. An agreement to sponsor should not be constructed as any assurance with respect to the merits of the proposed Transaction or the likelihood of completion.

Other Matters

Trading of the Lime Hill Common Shares will not resume until all documents required by the TSX Venture have been filed. Lime Hill will issue a further news release when TSX Venture has received the necessary documentation and trading of the Lime Hill Common Shares is to resume.

About Avenue Capital Markets CPVC Inc.

Avenue Capital Markets CPVC Inc. is an independent exempt market dealer dedicated to supporting the growth of small to mid cap companies located primarily in Quebec. Avenue provides dynamic entrepreneurs with access to capital markets, corporate advisory services and experienced mentor networks. For more information about Avenue, visit http://www.avenuecapitalmarkets.com.

As indicated above, completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture acceptance and 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 Information Circular or Filing Statement, as applicable, of the Corporation 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 the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither LNGI nor Lime Hill will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Lime Hill.

The securities of Lime Hill being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Lime Hill Capital Corporation
    Michael Rousseau
    President
    (403) 816-1947
    or
    Liquid Nutrition Group Inc.
    Glenn Young
    President
    (416) 889-4920