Maestro Capital Corporation
TSX VENTURE : MCP.P

December 11, 2015 13:26 ET

Maestro Capital Corporation Announces Qualifying Transaction With Supreme Sweets Inc.

OTTAWA, ONTARIO--(Marketwired - Dec. 11, 2015) -

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

Maestro Capital Corporation ("Maestro" or the "Corporation") (TSX VENTURE:MCP.P), a Capital Pool Company ("CPC"), is pleased to announce that it has entered into a letter of intent dated December 9, 2015 pursuant to which it intends to acquire Supreme Sweets Inc. ("Supreme"), a private company based in Toronto, Ontario (the "Proposed Transaction"). Supreme is an Ontario incorporated business that operates a commercial bakery and manufactures confections and bread for third-party retailers. It is expected that the resulting company will be a Tier 1 industrial issuer.

In conjunction with the Proposed Transaction, Maestro intends to: (i) acquire all of the issued and outstanding equity securities of Supreme by way of a securities exchange or other transaction that will have the same effect, in exchange for common shares of Maestro for a total purchase price of approximately $5.3 million in the aggregate; and (ii) complete a private placement of not less than $6,000,000 (the "Private Placement"). The Private Placement is currently contemplated to be structured as a brokered financing of subscription receipts of Supreme whereby each subscription receipt will be converted, for no additional consideration, into common shares of Maestro in connection with the closing of the Proposed Transaction.

Trading in the common shares of Maestro is halted at present. It is unlikely that the common shares of Maestro will resume trading until the Proposed Transaction is completed and approved by the TSXV.

The letter of intent was negotiated at arm's length and the Proposed Transaction is intended to constitute Maestro's "Qualifying Transaction" as defined in Policy 2.4 of the TSXV Corporate Finance Manual. Since the Transaction is not a non-arm's length transaction, Maestro is not required to obtain shareholder approval for the Transaction.

A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of a definitive agreement, receipt of all applicable consents to and approvals of the Proposed Transaction including approval of the TSXV, approval of the respective boards of the directors of Maestro and Supreme, and any applicable shareholder approvals necessary to complete the Proposed Transaction including, if applicable, majority of the minority shareholder approval. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement of Maestro to be prepared in connection with the Proposed 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 securities of a capital pool company should be considered highly speculative.

The TSXV 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Proposed Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the resulting issuer after the Proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the resulting issuer to execute and achieve its business objectives. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Maestro and Supreme disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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 the Corporation or Supreme.

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