ComWest Enterprise Announces Completion of Acquisition
August 19 2010 - 9:22PM
Marketwired
ComWest Enterprise Corp. (TSX VENTURE: CWP)(TSX VENTURE: CWP.A)
(the "Company") is pleased to announce that it has completed the
previously announced acquisition of the 90% interest in
Winnipeg-based Peerless Garments LP ("Peerless") held by a
wholly-owned subsidiary of Newport Partners Income Fund (TSX:
NPF.UN). Peerless is Canada's leading manufacturer of protective
harsh weather outerwear for military personnel.
In connection with the financing of the acquisition and for
general working capital purposes, ComWest has completed a
non-brokered private placement of 1,000,000 units at a price of
$6.00 per unit for gross proceeds of $6,000,000. Each unit consists
of one Class B voting common share in the capital of the Company at
an issue price of $0.40 and one special warrant (a "Warrant") with
an issue price of $5.60. Each Warrant entitles the holder to
purchase one convertible preferred share on approval of a class of
preferred shares issuable in series by shareholders at the annual
and special meeting of shareholders to be held on August 30, 2010.
The convertible preferred shares will carry an 8% annual dividend,
payable quarterly. Each convertible preferred share will be
convertible at any time during the five year term at the option of
the holder into seven Class A non-voting equity shares. The
convertible preferred shares will be redeemable and retractable at
the deemed issue price of $5.60 per preferred share after five
years. If the shareholders do not approve of a class of preferred
shares issuable in series, the Warrants will be convertible into
ten Class A non-voting equity shares. The Class B voting common
shares, Warrants and underlying shares will be subject to a
four-month hold period from today's issue date.
As the transaction represents a Change in Business under the
policies of the TSX Venture Exchange, the continued listing of the
Company's shares is subject to Exchange acceptance of the
transaction and disinterested Shareholder approval. The shares of
ComWest are expected to remain halted until such time as the
Company complies with the requirements of the Exchange.
Investors are cautioned that, except as disclosed in the
Management Information Circular and/or Filing Statement to be
prepared in connection with the transaction, any information
released or received with respect to the Change of Business may not
be accurate or complete and should not be relied upon. Trading in
the securities of the Company should be considered highly
speculative.
ON BEHALF OF THE BOARD
Douglas F. Good, President
Forward Looking Statements
This news release contains forward-looking statements regarding
the future success of the business of the Company that is subject
to risk and uncertainties. Examples of such forward-looking
statements including, but are not limited to, statements concerning
the Corporation's acquisition of an operating business and the
Corporation's intention to raise additional capital and financing.
These forward-looking statements involve known and unknown risk and
uncertainties that may cause the Company's actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied in
these forward-looking statements. These risks include risks related
to dependence on key personnel, competition, risks related to newly
acquired businesses, uncertainty and dilution of additional
financing and ability to service debt, as well as the risk factors
described in the Corporation's Management Discussion and Analysis
filed on SEDAR at www.sedar.com, and the risks to be described in
any Management Information Circular and/or Filing Statement to be
prepared in connection with the transaction. The forward-looking
statements contained herein are made as of the date of this
Circular and are expressly qualified in their entirety by this
cautionary statement. Except as required by law, the Company
undertakes no obligation to publicly update or revise any such
forward-looking statements to reflect any change in its
expectations or in events, conditions or circumstances on which any
such forward-looking statements may be based, or that may affect
the likelihood that actual results will differ from those set forth
in the forward-looking statements.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Contacts: ComWest Enterprise Corp. Douglas F. Good President 604
484 6628 dgood@comwestenterprise.ca www.comwestenterprise.ca