Thoroughbred Capital Inc.
TSX VENTURE : TBC.P

November 28, 2013 14:45 ET

Thoroughbred Capital Inc. Announces Proposed Closing of Qualifying Transaction to Acquire Sunora Foods Ltd.

OTTAWA, ONTARIO--(Marketwired - Nov. 28, 2013) -

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Thoroughbred Capital Inc. ("Thoroughbred" or the "Corporation") (TSX VENTURE:TBC.P), a Capital Pool Company ("CPC"), is pleased to announce that it intends to close its proposed qualifying transaction with Sunora Foods Ltd. ("Sunora"), a private company based in Calgary, Alberta (the "Transaction") on or about December 10, 2013. This transaction was previously described in a comprehensive press release dated November 6, 2013.

The Transaction will constitute 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 Thoroughbred and Sunora. There is no requirement to obtain shareholder approval of the Qualifying Transaction from the shareholders of Thoroughbred, and no "Majority of the Minority" requirements are triggered under TSX Venture Exchange Policy 5.9.

Complete details regarding the Transaction, the concurrent private placement, Thoroughbred, Sunora and the Resulting Issuer on completion of the Transaction may be found in the Filing Statement the Corporation filed on SEDAR today, at www.sedar.com.

Completion of the Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, completion of the concurrent private placement and receipt of all applicable consents to and approvals of the Transaction including final approval of the TSX Venture Exchange (the "Exchange"). The Transaction cannot close until the required approvals and exemptions are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement of Thoroughbred 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 securities of a capital pool company should be considered highly speculative.

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

This press release may contain forward-looking statements and information, which may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. There can be no assurance or guarantees that any statements of forward-looking information contained in this release will prove to be accurate. Actual results and future events could differ materially from those anticipated in such 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. Unless otherwise required by applicable securities laws, Thoroughbred disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on any statements of forward-looking information that speak only as of the date of this release. Further information on Thoroughbred's public filings, including its most recent audited financial statements, are available at www.sedar.com.

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