Sunora Foods Inc.
TSX VENTURE : SNF

Sunora Foods Inc.

December 17, 2013 17:15 ET

Sunora Foods Inc. (formerly Thoroughbred Capital Inc.) Announces Closing of its Qualifying Transaction with Sunora Foods Ltd., Concurrent Offering and Completion of Change of Corporate Name

OTTAWA, ONTARIO--(Marketwired - Dec. 17, 2013) - Sunora Foods Inc. (TSX VENTURE:SNF) (formerly Thoroughbred Capital Inc.) (TSX VENTURE:TBC.P) (the "Corporation") is pleased to announce the closing of its previously announced qualifying transaction (the Qualifying Transaction"), as such term is defined in the policies of the TSX Venture Exchange Inc. (the "Exchange") as well as the change of name to Sunora Foods Inc. (the "Name Change") all effective December 17, 2013. Information relating to the Qualifying Transaction was initially announced on April 10, 2013 and the comprehensive press release providing further particulars on the Qualifying Transaction was announced on November 6, 2013 (the "Comprehensive Press Release") and the filing statement was filed on November 28, 2013 (the "Filing Statement"); to view this information, readers are directed to the Corporation's SEDAR profile at www.sedar.com.

The Corporation will be filing final submissions with the Exchange in connection with the closing of the Qualifying Transaction. Upon receiving final approval from the Exchange, it is expected that the Corporation will be a Tier 2 Industrial Issuer and will trade under the symbol SNF. The Corporation intends to issue a press release once the Common Shares are reinstated for trading on the Exchange.

Qualifying Transaction

The Corporation is pleased to announce that pursuant to the securities exchange agreement (the "Securities Exchange Agreement") dated December 17, 2013 between the Corporation and Sunora Foods Ltd. ("Sunora"), the Corporation acquired all of the issued and outstanding shares of Sunora, being 10,000 common shares (the "Sunora Shares") held by the sole shareholder of Sunora on the basis of 3,000 shares in the capital of the Corporation (the "Common Shares") for each 1 Sunora Share.

After completion of the Qualifying Transaction and prior to the closing of the private placement described herein, there were 36,000,000 Common Shares issued and outstanding, of which current shareholders of the Corporation owned 6,000,000 Common Shares (16.67%) and the former Sunora shareholder owned 30,000,000 Common Shares (83.33%). Accordingly, the Qualifying Transaction constituted a reverse asset acquisition of the Corporation for accounting purposes.

Offering

The Corporation is pleased to announce that in connection with the Qualifying Transaction, the Corporation raised capital through an offering for aggregate gross proceeds of $938,150.05 (the "Offering"). The Offering was comprised of a brokered private placement (the "Brokered Private Placement") and a non-brokered private placement (the "Non-Brokered Private Placement") which contemplated a minimum of $600,000 and a maximum of $1,100,000. The Offering consisted of the issuance of units (the "Units") sold at a price of $0.15 per Unit. Each Unit was comprised of one (1) Common Share and one (1) warrant to purchase one (1) Common Share (the "Warrant"). Each Warrant entitles the holder to purchase one (1) Common Share at a price of twenty-five cents ($0.25) per Sunora Share for a period of twenty-four (24) months from the closing date of the Offering.

The Corporation retained the services of Fin-XO Securities Inc. to act as agent (the "Agent") to assist it to complete the Brokered Private Placement pursuant to an agency agreement among the Corporation, Sunora and the Agent dated December 17, 2013 (the "Agency Agreement"). The Brokered Private Placement was initially intended to raise $600,000, however subsequent to the issuance of the Comprehensive Press Release, the Corporation and the Agent agreed, with the consent of the Exchange, to increase the Brokered Private Placement portion of the Offering to an amount between $600,000 and $850,000. At Closing, the Brokered Private Placement consisted of the issuance of 4,587,667 Units for aggregate gross proceeds of $688,150.05.

Pursuant to the Agency Agreement, the Corporation paid the Agent a corporate finance fee of $20,000 plus applicable taxes in addition to a marketing commission of seven and one half percent (7.5%) of gross proceeds of the Units sold by the Agent pursuant to the Brokered Private Placement resulting in the payment of $51,611.25 to the Agent and issued an option to purchase Common Shares in an amount equal to seven and one half percent (7.5%) of the Units sold by the Agent pursuant to the Brokered Private Placement resulting in the issuance of 344,075 options to the Agent (the "Agent's Option") exercisable at a price of $0.15 per Common Share for a period of twenty-four (24) months from the closing of the Offering. The Agent was also reimbursed for its expenses incurred pursuant to the Brokered Private Placement, including legal fees.

The Corporation retained the services of a finder (the "Finder") to facilitate the Non-Brokered Private Placement pursuant to a finder's fee agreement (the "Finder's Fee Agreement") between the Corporation and the Finder dated October 28, 2013. The Non-Brokered Private Placement consisted of the issuance of 1,666,665 Units for aggregate gross proceeds of $250,000.

Pursuant to the Finder's Fee Agreement, the Finder was granted an option to purchase Common Shares in an amount equal to seven and one half percent (7.5%) of the Units issued in the Non-Brokered Private Placement resulting in the issuance of 124,999 options to the Finder (the "Finder's Option") exercisable at a price of $0.15 per Common Share for a period of twenty-four (24) months from the closing of the Offering.

The resulting number of Common Shares issued and outstanding on the completion of the Qualifying Transaction and the Financing is 42,254,332 Common Shares. This amount includes the 6,254,332 Common Shares issued pursuant to the Offering, the 30,000,000 Common Shares issued pursuant to the Securities Exchange Agreement and the 6,000,000 Common Shares outstanding prior to the Qualifying Transaction. In addition, there are 600,000 options, 344,075 Agent's Options, 124,999 Finder's Options and 6,254,332 warrants outstanding, which, if exercised completely, would increase the amount of the Corporation's Common Shares outstanding to 49,577,738.

The net proceeds of the Offering will be used by the Corporation to pay costs associated with the Offering and the Qualifying Transaction, to finance the business of the Corporation and for working capital and other corporate purposes, all as disclosed in the Filing Statement.

Name Change

Concurrent with the Qualifying Transaction, the Corporation changed its name from "Thoroughbred Capital Inc." to "Sunora Foods Inc." to more appropriately reflect its going-forward business and operations.

Reconstruction of Board of Directors and New Officers

As part of the Qualifying Transaction, two directors (Michael Gerrior and Lorraine Mastermith) resigned from the Board and three new directors were appointed in their place. The directors of the Corporation now consist of Steve Bank (Chairman of the Board), Ron Rash, James Lawson, Daniel Hilton and Michael Inskip. The Board has appointed senior management consisting of Steve Bank (Chief Executive Officer), Catherine Toews (Chief Financial Officer) and Lorraine Mastersmith (Corporate Secretary). The biographies of the newly appointed directors and officers have been previously announced and may also be found in the Filing Statement on www.sedar.com.

Stock Options and Other Matters

No amendments have been made to the Corporation's existing stock option plan and no options have been issued as part of the Qualifying Transaction.

The Qualifying Transaction constitutes an arm's length Qualifying Transaction, as no party to the transaction is a "Control Person" (as defined in TSX Venture Exchange Policy 1.1) of both the Corporation and Sunora. There was no requirement to obtain shareholder approval of the Qualifying Transaction from the shareholders of the Corporation, and no "Majority of the Minority" requirements are triggered under Exchange Policy 5.9.

About Sunora Foods Inc.

Sunora was founded by Steve Bank in 1990. Over its twenty-three year history of operations the company has grown from a small startup supplying a limited number of Canola oil products to the Canadian and United States markets to a consistently profitable trader in the global food oil industry.

Although Sunora's primary trading product is Canola oil, it also trades a variety of other food oil products, including corn oil, soybean oil, olive oil and specialty oils (including blends of Canola with extra virgin olive oil and organic oils) under the "Sunora" and "Sunera" brands and numerous private labels, to customers in thirty different countries across the globe.

Sunora buys food oils in large commercial quantities from Seed Crushers and resells the food oils either in bulk to food oil processors or in smaller quantities that are repackaged for customers in the retail and food services industries around the world. Repackaging is done under the Sunora brands and private labels.

To find out more about Sunora Foods Inc. (TSX VENTURE:SNF), visit our website at www.sunora.com.

The Exchange has in no way passed upon the merits of the Qualifying 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.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice.

The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Readers are cautioned not to place undue reliance on any statements of forward-looking information that speak only as of the date of this release. 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.

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