Planet Organic Health Corp. Closes 11 Store U.S. Acquisition - Mrs Green's


    EDMONTON, July 3 /CNW/ - Mr. Darren Krissie, CFO of Planet Organic Health
Corp. ("Planet Organic") - (TSX Venture Exchange - "POH") is pleased to
announce that Planet Organic has successfully closed its previously announced
acquisition of Mrs. Green's Natural Market Inc. ("Mrs Greens Natural Market").
    Pursuant to the terms of an Equity Purchase Agreement dated July 3, 2007
between Planet Organic and the shareholders of Mrs. Green's Natural Market,
Planet Organic acquired 100% of the issued and outstanding common shares of
Mrs. Green's Natural Market for approximately $33.7 million USD including
liabilities. In order to facilitate the acquisition, Planet Organic
incorporated a new wholly owned subsidiary, Planet Organic Holding Corp.,
which was formed under the laws of New York. Planet Organic also engaged Ares
Capital Corporation to provide financing in support of the acquisition with a
senior secured credit facility for an aggregate principal amount of
$31,500,000 USD. The credit facility is governed by the terms of a Credit
Agreement dated July 3, 2007 wherein all of the assets of Planet Organic and
its subsidiaries, including Planet Organic Holding Corp. are subject to the
terms of a general security agreement. In addition to the credit facility,
Ares Capital Corporation arranged for a private placement of $11,000,000 USD
of convertible senior secured notes which mature on July 3, 2014. The notes
are convertible into Planet Organic common shares based on a conversion price
of $3.33 C$ in whole or in part any time before July 3, 2012. The notes are
callable at anytime prior to maturity by Planet Organic.
    In addition, the Corporation has also closed a $4,500,000 C$ non-brokered
private placement of 1,800,000 Units at an issue price of $2.50 per Unit. Each
Unit consisted of one common share and one common share purchase warrant. Each
warrant entitles the holder to acquire one additional common share for $3.25
until July 3, 2009. A related party subscribed for 100% of the Units.
    Upon closing of the acquisition Planet Organic also granted an aggregate
of 862,000 stock options exercisable at $2.50 per share for five years to
directors, officers, employees, consultants of Planet Organic and Mrs. Green's
Natural Market. In addition, pursuant to the term of an employment agreement,
Planet Organic issued 200,000 common shares to a related party at a deemed
issue price of $2.50 per common share. All common shares, warrants, stock
options, and notes are subject to a statutory hold period expiring on November
4, 2007.

    About Mrs. Green's Natural Market
    ----------------------------------
    Mrs. Green's Natural Market is one of the leading natural and organic
food retailers in the Northeastern U.S. Based on audited financial statements
for the year ended December 31, 2006, Mrs. Green's Natural Market had revenue
of $38,096,516, EBITDA (defined as earnings before interest, income taxes,
depreciation and amortization) of $3,912,203 total assets of approximately
$6,233,399, and working capital net of shareholder loans of $1,749,551. The
privately held Company operates 11 stores located in the New York/Connecticut
area. Mrs. Green's Natural Market's owners and founders Harold and June
Hochberger will be staying on to lead Planet Organic in their U.S. growth
plans throughout the East Coast. Mrs. Greens Natural Market was represented in
the transaction by Partnership Capital Growth, LLC, member NASD/SIPC, a San
Francisco based financial advisory firm focused exclusively on capital raising
and M&A support in the area of healthy, active and sustainable living.

    About Planet Organic Health Corp.
    ----------------------------------
    Planet Organic Health Corp. (TSX-V: POH), is a natural products industry
company, comprising manufacturing, distribution and retail. Planet is listed
on the TSX Venture Exchange as a Tier One company. Planet operates eight
natural food supermarkets throughout Canada under the Planet Organic Market
banner. The Company also operates 50 natural health outlets under the
Sangster's Health Centre banner and seven natural health outlets under the
Healthy's banner. Another POHC company, Trophic Canada is the country's
leading manufacturer of natural supplements. The Company has a total of 64
stores throughout the country and 11 stores in the United States.

    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.

    Forward-Looking Statements

    Certain information included herein is forward-looking. Forward-looking
statements include, without limitation, statements regarding the future
financial position, business strategy, budgets, projected costs, capital
expenditures, financial results, taxes and plans and objectives of or
involving Planet. Many of these statements can be identified by looking for
words such as "believe", "expects", "expected", "will", "intends", "projects",
"anticipates", "estimates", "continues". Planet Organic believes the
expectations reflected in such forward-looking statements are reasonable but
no assurance can be given that these expectations will prove to be correct and
such forward-looking statements should not be unduly relied upon.
Forward-looking statements are not guarantees of future performance and
involve a number of risks and uncertainties some of which are described in
Planet Organic's continuous disclosure documents. Such forward-looking
statements necessarily involve known and unknown risks and uncertainties and
other factors, which may cause Planet Organic's actual performance and
financial results in future periods to differ materially from any projections
of future performance or results expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: general economic,
market and business conditions; industry capacity; competitive action by other
companies; refining and marketing margins; the ability of suppliers to meet
commitments; actions by governmental authorities including increases in taxes;
changes in environmental and other regulations; and other factors, many of
which are beyond the control of Planet Organic. Any forward-looking statements
are made as of the date hereof and Planet Organic does not undertake any
obligation, except as required under applicable law, to publicly update or
revise such statements to reflect new information, subsequent or otherwise.




For further information: Planet Organic Health Corp., Darren Krissie, VP
Corporate Development, CFO, Tel: (780) 719-4667, Email:
dkrissie@planetorganic.ca