Lime Hill Capital Corporation
TSX VENTURE : LHL.P

February 28, 2011 15:19 ET

Lime Hill Capital Corporation Announces Execution of Amalgamation Agreement With Liquid Nutrition Group Inc.

CALGARY, ALBERTA--(Marketwire - Feb. 28, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES

Lime Hill Capital Corporation ("Lime Hill" or the "Corporation") (TSX VENTURE:LHL.P) is pleased to announce that it has entered into a formal amalgamation agreement (the "Amalgamation Agreement") with Liquid Nutrition Group Inc. ("LNGI"), pursuant to which Lime Hill will amalgamate (the "Business Combination") with LNGI under the Canada Business Corporations Act to form a new company ("Amalco") on terms as previously announced on January 12, 2011. The Business Combination, when completed, will constitute the qualifying transaction of the Corporation pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual.

The Business Combination is subject to the approval of TSX Venture and all other necessary regulatory approvals. The completion of the Business Combination is also subject to additional conditions precedent, including shareholder approval of each of Lime Hill and LNGI.

About LNGI

LNGI owns the intellectual property rights of a hybrid health and nutrition retail store franchise business combining a health food bar and a health supplement retailer (the "Liquid Nutrition Business") which was fine tuned with much research and development at multiple stores, operating in Montreal since 2004. LNGI's primary target market comprises educated, health-conscious and time-sensitive adults in urban centers, particularly 18 to 49 year-olds. The concept also appeals strongly to other market segments, including those individuals who are attempting to lose weight and to those who are looking for a meal-replacement solution, as well as baby boomers, children/students and condition-specific consumers such as diabetics. LNGI is launching a franchise system to allow it to grow across North America and international markets rapidly and without substantial corporate capital investment.

LNGI is considering both the development of a traditional start-up format franchise and the implementation of area development agreements throughout the United States and Canada and international license agreements. The system will operate under the condition in which its franchisees will agree to follow a prescribed system, while LNGI allows them to market services under the "Liquid Nutrition" brand name. In return, the franchisees will pay an initial franchise fee and ongoing royalties and fees, as well as the costs of getting into business. LNGI franchisees would also purchase products from LNGI or designated suppliers.

There are currently 7 stores all operating in the greater Montreal area. The original store opened in December 2004 and the most recent store opened in September 2008.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the joint information circular of LNGI and Lime Hill to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of LNGI or Lime Hill should be considered highly speculative.

This press release contains forward-looking statements. More particularly, this press release contains statements concerning: the receipt of TSX Venture and shareholder approval of the Business Combination and the completion of the Business Combination. The forward-looking statements are based on certain key expectations and assumptions made by Lime Hill and LNGI including the timing of receipt of required shareholder and TSX Venture approvals and the satisfaction of other conditions to the completion of the Business Combination.

Although Lime Hill and LNGI believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required shareholder and TSX Venture approvals are not obtained on terms satisfactory to the parties or at all, and risks that other conditions to the completion of the Business Combination are not satisfied on the timelines set forth in the Amalgamation Agreement or at all.

The forward-looking statements contained in this press release are made as of the date hereof and neither Lime Hill nor LNGI undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This release does not constitute an offer for sale of securities in the United States.

The TSX Venture has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release. Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Lime Hill Corporation
    Michael Rousseau
    President
    (403) 816-1947
    or
    LNGI
    Glenn Young
    President
    (416) 889-4920