The Second Cup Ltd.
TSX : SCU

The Second Cup Ltd.

November 10, 2014 14:03 ET

Second Cup Announces Details of CDN $5 Million Private Placement Offering

MISSISSAUGA, ONTARIO--(Marketwired - Nov. 10, 2014) -

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

Further to its announcement dated November 3, 2014, The Second Cup Ltd. (TSX:SCU) ("Second Cup" or the "company") is pleased to announce that it has entered into an agreement with GMP Securities L.P. ("GMP") to undertake a private placement of common shares ("Shares") for gross proceeds of up to CDN $5 million (the "Offering"). The Offering will be made on a fully marketed best efforts basis at a price per Share equal to CDN $2.75 (the "Issue Price"). As part of the Offering, Second Cup's directors and other insiders have agreed to purchase an aggregate amount of CDN $2.7 million of the Shares, being the maximum permissible insider participation. In addition, the company hereby grants to GMP an option, exercisable any time prior to the Closing Date (defined later), to arrange for the purchase of up to an additional 15% of the number of Shares at a price per share equal to the Issue Price for additional gross proceeds of up to CDN $0.75 million.

Proceeds from the Offering will be used to support Second Cup's strategic growth plan including the renovation of company-owned cafés in priority locations, and for general corporate purposes. The renovations will include some of the 17 newly acquired cafés in the Greater Toronto Area, formerly owned by franchisees Debbie and Bob Riche. Second Cup finalized the acquisition of these cafés on November 6, 2014. Further details on the business can be found in the Investor Presentation available on Second Cup's website at www.secondcup.com.

The Offering is expected to close on or about November 27, 2014 or such date as the company and GMP may agree (the "Closing Date"). All securities issued by the company in connection with this Offering will be subject to a statutory hold period of four months plus one day. Completion of the Offering is subject to TSX approval.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The participation by the company's directors and other insiders in the Offering is considered to be a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Offering is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101, as neither the fair market value of the securities being issued to insiders, nor the consideration being paid by such insiders, exceeds 25% of Second Cup's market capitalization. This news release is being issued less than 21 days before the closing of the Offering. This shorter period is reasonable and necessary in the circumstances as the company wishes to complete the Offering in a timely manner.

About Second Cup

Founded in 1975, The Second Cup Ltd. is a Canadian specialty coffee retailer operating over 345 cafés across the country. All of the approximately 4,000 Second Cup baristas are trained coffee experts who handcraft over 1 million coffee and tea beverages every week, and are committed to ensuring excellence in every cup and the very best customer experience possible. For more information, please visit www.secondcup.com or find the company on Facebook and Twitter.

Forward-looking Statements

This news release contains forward-looking statements (within the meaning of applicable securities laws) relating to the business of the company and the environment in which it operates, including specifically the Offering and Second Cup's planned use of proceeds from the Offering. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. These statements are based on the company's expectations, estimates, forecasts and projections. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. These risks and uncertainties are discussed in the company's regulatory filings available on the Company's web site at www.secondcup.com or at www.sedar.com and include the risk that the Offering may not complete as planned or at all. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Except as required by law, the company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.

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