Savary Capital Corp.

September 29, 2010 18:03 ET

Savary Announces Proposed Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 29, 2010) -


Savary Capital Corp. (TSX VENTURE:SCA.H) ("Savary" or the "Company"), a Capital Pool Company, has entered into a letter of intent dated September 21, 2010, amended September 24, 2010, with NeutriSci International Inc. ("NeutriSci"), a private corporation incorporated under the laws of Alberta pursuant to which it has agreed, subject to certain conditions, to acquire NeutriSci as its Qualifying Transaction under the policies of the TSX Venture Exchange (the "Exchange") (the "RTO"). Savary and NeutriSci are at arm's length to each other. It is not anticipated that shareholder approval will be required for the proposed transaction.

Pursuant to the letter of intent, Savary has agreed to offer to purchase all of the issued and outstanding securities of NeutriSci in exchange for an aggregate of 53,200,000 common shares in the capital of Savary ("Savary Shares") at a deemed price of $0.07 per Savary Share, for a total acquisition price of $3,724,000. Savary has also agreed to acquire all of the NeutriSci shares that are issued pursuant to the private placement of up to 500,000 NeutriSci shares, at a price of $1.00 per share ($500,000), that NeutriSci intends to complete prior to the completion of the acquisition transaction contemplated herein (the "NeutriSci Placement"). Savary shall issue 10 Savary Shares for each share of NeutriSci issued under the NeutriSci Placement. Additionally, under the RTO, holders of convertible securities of NeutriSci will receive equivalent securities in Savary, adjusted as required.

Savary and NeutriSci have also agreed to arrange a brokered private placement (the "Financing") of between 8,000,000 and 15,000,000 Savary Shares at a price of $0.10 per share for total gross proceeds of a minimum of $800,000 and a maximum of $1,500,000, which Financing will close concurrently with the RTO. Savary and NeutriSci are in discussions for the engagement of an agent for the Financing, although no definitive arrangements have yet been made.

Subject to Exchange approval, pursuant to the Finder's Fee Agreement between Breitling Capital and NeutriSci, Breitling Capital will receive Savary Shares equal to 2.5% of the number of Savary Shares issued and outstanding in the capital of Savary upon completion of the RTO.

In connection with the RTO, it is expected that at least the majority of the members of Savary's current board of directors will be replaced with nominees of NeutriSci, although the exact composition of the board has not yet been determined. It is expected that Keith Bushfield, the current President and Chief Executive Officer of NeutriSci, will become the President and Chief Executive Officer of Savary, post-RTO, and that Glen Rehman, William Wagner and Thierry Sorhaitz, currently the COO, VP Business Development and VP Sales and Marketing of NeutriSci, respectively, will be appointed to the same positions with Savary post-RTO.

Upon completion of the RTO and the Financing, it is expected that only the following persons will own 10% or more of the issued and outstanding common shares of the Company on a fully diluted basis: Reale International Investment Group Ltd. ("Reale"), Britlor Pharmaceuticals Inc. ("Britlor") and Radiance & Allure Fine Furniture Inc. ("Radiance"). Reale and Britlor are private companies incorporated under the laws of Panama. The shares of Reale are wholly owned by a foundation managed by Mr. Roberto Guardia. The shares of Britlor are equally owned by Reale, Turvai Neutraceutical Group, which is a private Panamanian company, and another foundation also managed by Mr. Roberto Guardia. The shares of Radiance are wholly owned by Ms. Carol Bushfield. Ms. Bushfield is the spouse of Keith Bushfield, the President and CEO of NeutriSci.

NeutriSci has agreed to pay for all expenses in connection with the RTO other than the costs and expenses in respect of attorneys, accountants and auditors of Savary, which costs and expenses shall be on Savary's account, provided that NeutriSci has agreed to reimburse Savary up to a maximum of $30,000 for such expenses. NeutriSci has paid Savary an initial deposit of $10,000 as part of the $30,000 reimbursement, to pay for such expenses.

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, 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.

Completion of the transaction is also subject to the satisfactory completion of due diligence, the completion of definitive documentation and the approval of the transaction by the boards of directors of Savary and NeutriSci.

Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 a capital pool company should be considered highly speculative.

The shares of Savary are currently halted from trading and shall remain so until completion of the RTO, or until satisfactory documentation to allow a resumption of trading is filed with and reviewed by the Exchange.

The Company intends to apply for an exemption from the sponsorship requirement. There can be no assurance that the Exchange will grant such exemption.

About NeutriSci

NeutriSci International Inc. is a marketing and product fulfilment company that also owns licensing rights to several neutraceutical and cosmetic products. NeutriSci is currently in the soft launch phase of a designer neutraceutical product called Vendrome, which is a men's dietary supplement designed to combat certain effects of aging in older men and provide improved vitality in younger men. NeutriSci assists international companies and individuals bring products like Vendrome to market.

The senior management of NeutriSci currently includes Keith Bushfield (President and Chief Executive Officer), Glen Rehman (Chief Operating Officer), William Wagner (VP Business Development) and Thierry Sorhaitz (VP Sales and Marketing). It is expected that Messrs Bushfield, Rehman, Wagner and Sorhaitz will be appointed to similar positions in Savary upon completion of the RTO.

Keith Bushfield now serves as the President, CEO and Chairman of the Board of NeutriSci. Prior to forming NeutriSci, Mr. Bushfield held controlling interests in, and was a director or officer of, several start-up companies including CB Company Ltd, an international real estate development company, Virgin Entertainment Canada, Gargoyles Restaurant and Night Club, Bermuda Triangle, Bourbon Street, and Vauntcom Media. In 1985, Mr. Bushfield established Antilles Computers. Mr. Bushfield holds a Bachelor of Arts from Marymount University, Virginia, with a major in Business Administration/Marketing.

Glen Rehman was previously a Private Banking Manager for RBC Royal Bank. He and has also served as a Senior Director of Operations of Bernard Callebaut Chocolates and was responsible for domestic and international expansion operations. Mr. Rehman most recently served as COO for Vauntcom Media.

William Wagner holds a Bachelor of Arts and an Education degree from York University. After a short teaching career, Mr. Wagner moved to Calgary, Alberta as a Regional Manager for Fitness Depot, a Canadian national retail chain. Mr. Wagner's retail career also included helping to introduce and develop the Best Buy brand in Canada. Mr. Wagner then spent three years with a land banking firm, which provides Alberta land banking strategies to investors.

Thierry Sorhaitz holds a Bachelor of Science degree from the Marriott School of Management, Brigham Young University and a Masters of Business Administration in Marketing from the David Eccles School of Business, University of Utah. In 1989, Mr. Sorhaitz began a career in the Network Marketing and Direct Selling Industries as a Sales Agent and Field Leader for Nu Skin International. In 1999, Mr. Sorhaitz became the General Manager of South-East Asia/Pacific and in 2003, the Regional General Manager of Western Europe for Tahitian Noni International. Most recently, Mr. Sorhaitz acted as VP and Managing Director of Neways International's North American division.

Financial information on NeutriSci will be published in a future press release.

Forward-Looking Information

This press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective qualifying transaction of the Company and NeutriSci and its product Vendrome. The information about NeutriSci and Vendrome contained in this press release has not been independently verified by the Company. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions (including, but not limited to, assumptions on the effectiveness and marketability of Vendrome) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the prospective qualifying transaction may change based on the Company's due diligence on NeutriSci and its products (which is going to be limited as the Company intends largely to rely on the due diligence of other parties of the RTO and Financing to contain its costs, among other things), the entering into definitive agreements for the RTO and Financing, the success of the Financing and NeutriSci Placement, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the qualifying transaction in the required timeframes. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations 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.

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.

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