Pacific Safety Products Inc.

Pacific Safety Products Inc.

March 05, 2007 09:00 ET

Pacific Safety Products Inc. Announces Intention to Complete U.S. Acquisition and $2.5 Million Private Placement

KELOWNA, BRITISH COLUMBIA--(CCNMatthews - March 5, 2007) - Pacific Safety Products Inc. (TSX VENTURE:PSP) ("PSP" or "the Company") is pleased to announce its intention to make an acquisition of a business in the U.S. armor market (the "Acquisition"). The Company has entered into a non-binding letter of intent and is currently conducting its due diligence.

Pacific Safety is also pleased to announce that it has entered into an agreement with Acumen Capital Finance Partners Limited ("Acumen" or the "Agent") to complete a private placement, on a "best efforts" agency basis, of 2,500,000 Subscription Receipts of the Company (the "Subscription Receipts") at a price of $1.00 per Subscription Receipts for aggregate gross proceeds of $2,500,000. In addition, the Agent has the option to increase the size of the offering by up to an additional 1,500,000 Subscription Receipts at the same price and terms and conditions. The closing of the Private Placement is expected to occur on or about March 27, 2007. Net proceeds of the Private Placement will be used to complete the Acquisition. Each Subscription Receipt is exchangeable for a common share of the Company upon closing of the Acquisition, which will occur following the completion of satisfactory due diligence reviews, and which is subject to closing of the Private Placement, director approval and other closing conditions customary for transactions of this nature.

The Company also advised that it has retained the consulting services of J M Spiller & Associates to assist with strategic planning for its growth into the U.S. market. Principal Jonathan M. Spiller has extensive experience in the U.S. armor and law enforcement supply industry. He was the founder of U.S. based Armor Holdings and CEO from 1996 to 2003, during which period of time the company grew from $15 million to over $600 million, completing in excess of thirty acquisitions.


The mission statement of Pacific Safety Products Inc. is ...we bring everyday heroes home safely™. PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, and protective products against chemical and biological hazards. PSP is the largest armour manufacturer in Canada and supplies its products to the Canadian Department of Defence, Federal Government Agencies and major law enforcement organizations across the country. The Company, through its U.S. subsidiary Sentry Armor Systems Inc., provides body armour products to U.S. based law enforcement and private security firms. The Company also produces tactical clothing and emergency medical kits.

Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.

Forward-Looking Statements

This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding the Company's intention to potentially acquire a business in the U.S. Armor market and with respect to a potential financing of subscription receipts.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include: failure to successfully negotiate or subsequently close such transactions, inability to obtain required shareholder or regulatory approvals, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

These statements are based on a number of assumptions, including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of shareholder, regulatory and governmental approvals for Pacific Safety's proposed transactions, and the ability of management to successfully consummate the proposed transactions. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.

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

Contact Information

  • Pacific Safety Products Inc.
    David Scott
    Chairman and Chief Executive Officer
    (250) 491-0911 or 1-888-PSP-ARMR (1-888-777-2767)
    (250) 491-0930 (FAX)