Revelation Ventures Inc. ("Revelation" or the "Corporation") (TSX
VENTURE:RCA.P), a capital pool company listed on the TSX Venture Exchange (the
"TSXV"), is pleased to announce that it has entered into a Letter Agreement
dated June 26, 2008 (the "Letter Agreement") with Prestique Kitchens Ltd.
("Prestique"), a private Alberta company, to acquire all the outstanding shares
of Prestique in exchange for common shares of Revelation.
The proposed transaction is a sale of 100% of the issued and outstanding shares
of Prestique (the "Prestique Shares") to Revelation for a purchase price of
$4,425,000 which will constitute Revelation's Qualifying Transaction in
accordance with the policies of the TSXV (the "Proposed QT"). The Proposed QT
will be an arm's length reverse takeover transaction and will result in the
Corporation becoming an industrial issuer.
The Letter Agreement provides that Revelation will acquire all the Prestique
Shares in exchange for a $25,000 non-refundable deposit and the issuance of
11,000,000 common shares of Revelation at a deemed price of $0.40 per share for
an aggregate purchase price of $4,425,000. Prior to the Proposed QT, Revelation
has issued and outstanding 3,000,000 common shares and 300,000 stock options.
Revelation is also contemplating an equity financing with terms and offering
price yet to be determined. If Revelation proceeds with an equity financing, it
will be offered by brokers in the provinces of Alberta and British Columbia
pursuant to appropriate prospectus exemptions, for a minimum of $800,000 and a
maximum of $1,200,000. It is not anticipated by management that an equity
financing is necessary to meet TSXV listing requirements for the Proposed QT and
management will be evaluating the Resulting Issuer's requirements for raising
capital at a time closer to the special meeting of the shareholders relating to
the Proposed QT. Any capital raised under an equity financing, together with the
current amount of capital of approximately $820,000 in Revelation, will be used
primarily for the development of the business of Prestique in accordance with
its business plan.
It is also the intent of Revelation, subject to prior TSXV approval, to advance
up to an aggregate of $225,000 to Prestique in accordance with terms required
under the TSXV Policy 2.4.
About Prestique Kitchens Ltd.
Prestique is a private industrial company, incorporated in Alberta in 1980 to
conduct business providing design, supply and installation of cabinetry to new
home builders and renovators in Southern Alberta. Prestique's head office is
located at 424 - 28th Street NE, Calgary, Alberta. Prestique has 18,079,650
common shares and has not issued any stock options or other convertible
securities to date. The principal stakeholder of Prestique is W.T Cage Group
Inc., a private Alberta company controlled by Brian McKay of Calgary, Alberta,
that owns or controls approximately 90% of the issued and outstanding Prestique
Shares. Mr. McKay is the sole director and President of Prestique.
Prestique has approximately 16 shareholders. It is not a reporting issuer and
its shares are not listed on any stock exchange.
Prestique was founded in 1980 as the southern Alberta agent for Canac Kitchens;
a manufacturer of cabinets in North America and part of the Kholer group of
companies. In 2001 Brian McKay joined the company as Vice President of
Operations and a 50% partner. In 2004, Brian purchased the balance of the
company from the founders.
Since inception, Prestique Kitchens has operated as a distributor and installer
of kitchen and bathroom cabinets, countertops and related products to new
homebuilders and home renovators in Calgary. During the last four years,
Prestique has added product lines and expanded to include locations in the
greater Vancouver area and in the Okanagan.
The long-term vision is for the company to expand beyond a kitchen company to
one that provides select targeted essential services currently outsourced by new
homebuilders.
Selected Unaudited Financial Information for years ended October 31
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2006 2007
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Total Revenue $ 10,565,904 $ 15,266,697
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EBITDA (1) $ 649,060 $ 1,057,525
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Net Income $ 272,628 $ 257,070
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Current Assets $ 3,108,298 $ 3,234,266
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Total Assets $ 3,670,689 $ 4,848,314
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Current Liabilities $ 2,535,325 $ 3,571,872
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Due to Shareholder $ 442,897 $ 872,353
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Long Term Liabilities $ 193,503 $ 99,405
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Working Capital (Deficit) $ 572,973 $ (337,606)
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Dividends $ 451,800 $ 451,800
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Retained Earnings $ 499,406 $ 304,676
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(1) EBITDA is defined as earnings before interest, income taxes,
depreciation and amortization. EBITDA is a non-GAAP measure.
Proposed Directors and Officers of the Resulting Issuer
The current directors and officers of Revelation, except Rick Grass and A. Neil
Hutton, intend to resign effective at the date of the special meeting of
shareholders to approve certain matters relating to the Proposed QT. It is
expected that a new board of directors will be nominated at the special meeting
consisting of Rick Grass and A. Neil Hutton of Revelation and new directors
Brian McKay, David Arbuthnot and Sherwood Young. The background of each of the
proposed directors and senior officers of the Resulting Issuer are as follows:
Brian McKay, Director and Chief Executive Officer - Calgary, Alberta. Mr. McKay
has spent his entire career with companies involved in sales, marketing and
distribution. He spent nine years with the 3M company as a regional manager, and
five years with General Fasteners serving as their Vice President of Sales and
Marketing. Mr. McKay joined Prestique Kitchens in 2001 as the Vice President of
Operations and in 2004, he purchased the company and became the Chief Executive
Officer.
David Arbuthnot, Director, President and Chief Financial Officer - Calgary,
Alberta. Mr. Arbuthnot is a member of Institute of Chartered Accountants of
Ontario. He began his career with PriceWaterhouse and then spent the bulk of his
career to date with the Canadian and U.S. divisions of a EMI Group PLC, a
British public company in the consumer products industry. While there, Mr.
Arbuthnot held various finance positions and served as both the Vice President
of Finance and the Vice President of Operations for the U.S. supply chain
organization. Mr. Arbuthnot also spent a short period of his career in the Oil
and Gas industry as the Chief Operating Officer with Global Energy Services
Inc., a public oilfield services company.
A. Neil Hutton, Director - Calgary, Alberta. Mr. Hutton is a Partner with McLeod
& Company LLP, a law firm in Calgary, Alberta. Mr. Hutton was called to the
Alberta Bar in 1992 and has been practising in the areas of corporate/commercial
and securities law since that time. His work for public and private companies
has included initial public offerings, reverse takeovers, private placement
financings and corporate reorganizations.
Richard R. Grass, Director - Crossfield, Alberta. Mr. Grass has been President
and CEO of SounDivide Inc., a privately owned Canadian corporation that is the
exclusive distributor of Quiet Rock products in Canada since January 15, 2007.
Until this time Mr. Grass had been a Sales Manager with Western Polymers from
September 2004. Mr. Grass also continues in his role as President of Telejust
Ltd., a position he has held since June 1991. Mr. Grass has served as a Director
of Peterborough Capital Corp., a publicly traded company on the TSX Venture
Exchange since May 2000. Mr. Grass has also served as a Director and Chief
Executive Officer with Canada Brokerlink Inc., a Toronto Stock Exchange listed
company, from May 1991 until March 2000, and as a Director of Madison Companies
Ltd., a Canadian Venture company, from August 1999 until October 2000. Mr. Grass
received his Bachelor of Arts in Economics from Carleton University in 1978 and
has held an Insurance Certificate granted by the Insurance Institute of Southern
Alberta.
Sherwood Young, Director - Calgary, Alberta. Mr. Young is a businessman with 30
years experience initiating new business opportunities as well as the
development of existing enterprises in their early stage of growth. Mr. Young
was most recently President, CEO and Director of Bandon Capital Corp., a Capital
Pool Company from October 2004 until May 2007, when it completed its Qualifying
Transaction and Mr. Young remained a Director of the resulting entity, Bandon
Capital Resources Ltd. until January 2008. Prior to working with Bandon, Mr.
Young was a consultant to Arsenal Energy Inc. from May 2003 to January 2005.
Regulatory and Other Matters
The Proposed QT is proposed as Revelation's "Qualifying Transaction" within the
meaning of Policy 2.4 of the Exchange (the "Policy"). Revelation's shareholders
will be asked to vote upon, among other things, the Proposed QT, election of the
directors and the change of name of Revelation. The mailing of an information
circular providing the particulars for the shareholder meeting will be
forthcoming. Upon completion of the Proposed QT, Revelation will be an
industrial company under the policies of the TSXV.
A general policy of the TSX Venture Exchange requires that a sponsor be retained
to prepare a sponsor report in compliance with TSXV Policy 2.2. Revelation is
currently in discussions for a sponsor for this transaction. One of the
conditions for reinstating the trading of Revelation's shares will be the
engagement of a sponsor.
Caution Concerning Forward-Looking Statements
Some statements in this press release contain forward-looking information within
the meaning of applicable Canadian securities legislation. These statements
include, but are not limited to, statements with respect to the entering into of
agreements, the closing of transactions and the expenditure of funds. These
statements address future events and conditions and, as such, involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Corporation to be materially
different from any future results, performance or achievements expressed or
implied by the statements. Such factors include, among others, the timing of
transactions, the ability to fulfill certain conditions, the ability to raise
funds, general business, economic, competitive and political uncertainties and
the timing and amount of expenditures. Neither the Corporation, nor Prestique
undertakes to update any forward-looking information, except in accordance with
applicable securities laws.
READER ADVISORY
Completion of the transaction is subject to a number of conditions, including
but not limited to, TSXV acceptance and if applicable pursuant to TSXV
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.
Investors are cautioned that, except as disclosed in the information circular to
be prepared in connection with the proposed 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 TSXV has in no way
passed upon the merits of the Proposed QT.
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