Humber Capital Corporation enters into definitive agreement with respect to qualifying transaction



    TSX-V: RUM.P

    TORONTO, Aug. 26 /CNW/ - On May 12, 2008, Humber Capital Corporation
("Humber"), a capital pool company listed on the TSX Venture Exchange (the
"Exchange"), announced that it had entered into a non-binding term sheet for
the acquisition of Anderson's Liquor Inc. ("Anderson's"), an independent
liquor retailer operating in the Province of Alberta. Humber is pleased to
announce that it has now entered into a definitive share purchase agreement
(the "Agreement") dated August 25, 2008 with the Vendors (defined below),
pursuant to which Humber will acquire all of the issued and outstanding
securities (the "Shares") of Anderson's from the Vendors. In order to obtain
requisite financing to complete the acquisition and to carry on business going
forward, Humber intends to complete a private placement (the "Private
Placement") of its common shares concurrently with the closing of the
acquisition. The acquisition and the Private Placement are collectively
intended to constitute Humber's qualifying transaction (the "Transaction")
under Exchange Policy 2.4 - Capital Pool Companies.
    The Transaction was negotiated on an arm's-length basis and involves
arm's-length parties and, therefore, does not constitute a Non-Arm's Length
Qualifying Transaction (as such term is defined under the rules and policies
of the Exchange); therefore, shareholder approval will not be required as a
condition to the completion of the Transaction.

    Description of Anderson's

    Anderson's, an operator of 18 retail liquor stores located in the
Province of Alberta, was incorporated pursuant to the Business Corporations
Act (Alberta) on July 16, 2001 under the name "ALCB Inc." The head and
registered office of Anderson's is located at No. 1, 5304 - 50th Street,
Leduc, Alberta, T9E 6Z6. Peter Byrne, Allison Byrne, Joan Byrne, Ian Thompson,
Shelley Saunders, 1342723 Alberta Ltd., 1342744 Alberta Ltd. (a wholly-owned
holding company of Allison Byrne) and Byrne Alberta Ltd. (a wholly-owned
holding company of Peter and Joan Byrne) (collectively, the "Vendors")
comprise all of the shareholders of Anderson's, each of whom intends to sell
all of his or her Shares to Humber in connection with the Transaction. The
Vendors all reside or have their head office, as applicable, in the Province
of Alberta.
    Upon completion of the Transaction, Anderson's will continue as a
wholly-owned subsidiary of Humber. Anderson's fiscal year end is July 31 and
below is selected financial information of Anderson's:

    
                               Audited          Audited          Audited
                           10 months ended  12 months ended  10 months ended
                            May 31, 2008     July 31, 2007    July 31, 2006
                          ---------------------------------------------------
    Sales                      $14,189,575      $17,014,331      $13,601,567
    Cost of Sales              $10,805,262      $13,061,212      $10,664,260
    Total Expenses              $2,923,619       $3,074,139       $2,505,949
    Net Income                    $361,391         $657,646         $348,899
    Current Assets              $3,330,412       $2,841,479       $2,149,544
    Total Assets                $5,156,541       $4,757,864       $3,460,004
    Long Term Debt              $1,499,012       $1,236,014         $929,963
    Total Liabilities           $3,222,063       $3,072,292       $2,382,098
    

    General Development of Anderson's

    Anderson's acquired its first liquor retail store in March 2001 in Devon,
Alberta. By December 2004, Anderson's operated a total of six liquor stores in
Alberta. Anderson's made five acquisitions in 2005, including one in Leduc,
three in Sylvan Lake and one in Rocky Mountain House. During 2006, Anderson's
made an additional three acquisitions, which included another store in Devon
and two stores in Wetaskiwin. In 2007, Anderson's expanded into Gibbons and
Athabasca, acquiring one store in each city. Also in 2007, Anderson's opened a
4,800 square foot distribution center in Wetaskiwin. Thus far in 2008,
Anderson's acquired two stores in Morinville. Anderson's current presence in
Alberta is presented below:

    
    ----------------------------------------
    Location in Alberta     Number of Stores
    ----------------------------------------
    Devon                           3
    ----------------------------------------
    Beaumont                        1
    ----------------------------------------
    Nisku                           1
    ----------------------------------------
    Millet                          1
    ----------------------------------------
    Drayton Valley                  1
    ----------------------------------------
    Leduc                           1
    ----------------------------------------
    Sylvan Lake                     3
    ----------------------------------------
    Rocky Mountain House            1
    ----------------------------------------
    Wetaskiwin                      2
    ----------------------------------------
    Gibbons                         1
    ----------------------------------------
    Athabasca                       1
    ----------------------------------------
    Morinville                      2
    ----------------------------------------

    ----------------------------------------
    Wetaskiwin (Distribution)       1
    ----------------------------------------
    Edmonton (Head Office)          1
    ----------------------------------------
    

    Since the commencement of business in 2001 at its Devon, Alberta
location, Anderson's has focused on store operations while pursuing an active
acquisition strategy within Alberta, focusing largely outside of the major
urban centres (Edmonton and Calgary). To date, Anderson's has been successful
in improving the performance of its acquisitions through effective integration
with its existing operations. The product mix generally offered by Anderson's
at its retail stores includes beer, spirits, wine and coolers, as well as
ancillary items such as juice, ice, pop and giftware.

    The Acquisition

    Under the terms of the Agreement, Humber will acquire the Shares for
aggregate consideration comprised of: (i) $1.5 million in cash, (ii)
31,917,964 common shares of Humber issued at a price of $0.25 per common share
(representing an aggregate value of approximately $7.98 million, and (iii)
warrants to purchase up to approximately 7.98 million common shares of Humber
at an exercise price of $0.315 per common share. The cash portion of the
purchase price will be reduced to the extent that Anderson's working capital
on closing is less than a target amount agreed upon by Humber and the Vendors.
Completion of the acquisition is subject to customary closing conditions,
including all necessary consents and approvals, including all applicable
Exchange approvals, having been obtained. Further conditions to closing of the
acquisition include completion of the concurrent Private Placement, Humber
being satisfied that Anderson's closing working capital and closing
indebtedness meet prescribed levels, Peter Byrne having been appointed to the
board of directors of Humber and each of Peter Byrne and Allison Byrne
entering into employment and non-competition agreements with Humber (with
commencement of their employment effective upon closing).
    Upon completion of the Transaction, Humber expects that it will carry on
Anderson's business of owning and operating retail liquor stores as currently
conducted and that it will be listed on the Exchange as a Tier 2 issuer.

    The Private Placement

    In conjunction with the acquisition of Anderson's Shares, Humber intends
to complete a private placement of 10 million of its common shares at a price
of $0.30 per common share for gross proceeds of $3 million. Humber intends to
use the proceeds from the Private Placement to pay for costs and expenses
associated with the Transaction. The balance, if any, will be used to identify
potential future acquisitions and for general working capital purposes.
    National Bank Financial Inc. (the "Agent") has been retained by Humber to
act as agent, on a best efforts basis, in respect of the Private Placement.
The Agent acts at arm's length to each of Humber and Anderson's and will
receive as compensation for services a cash commission of 7% of the gross
proceeds of the Private Placement.

    Management

    Subject to and following completion of the Transaction, the following
individuals will be the directors and officers of Humber:

    Peter Byrne, President, Chief Executive Officer and Director

    Mr. Byrne, of Edmonton, Alberta, is currently the President, Chief
Executive Officer and co-founder of Anderson's. He has also, since 1989, been
Chief Executive Officer and Chairman of the Board of Channel Drugs Limited, a
private company that owned and operated a PharmaCare franchise until the sale,
by the franchisor, of all of its pharmacy operations in 2004. Mr. Byrne is
currently a director of Humber Valley Paving Ltd. and Humber Valley Aggregates
and Asphalt Ltd., as well as several Alberta-based enterprises.

    Allison Byrne, Chief Operating Officer

    Ms. Byrne, of Edmonton, Alberta, is currently the Executive Vice
President of Operations and Finance of Anderson's. Prior to joining
Anderson's, she worked at Deloitte & Touche LLP from September 2002 until
March 2007, receiving her Chartered Accountant designation in 2005. Ms. Byrne
holds a Bachelor of Commerce (Honours) from Memorial University of
Newfoundland and is the Vice Chairperson of the Alberta Liquor Store
Association, which represents over 500 liquor stores in Alberta.

    Kenneth Chalmers, Director

    Mr. Chalmers, of Oakville, Ontario, was the President and Chief Executive
Officer of PBB Global Logistics Income Fund ("PBB") until its sale to
Livingston International Income Fund in January, 2006. He was a member of
PBB's board of directors between 1985 and 2006 and held several senior
executive positions with PBB between 2001 and 2006. Prior to 2001, Mr.
Chalmers spent 20 years advising senior management and boards of directors on
legal and strategic matters as a partner and associate with several Bay Street
firms in Toronto. He has Bachelor of Laws and Master of Laws degrees from
Osgoode Hall Law School and is a trustee of General Donlee Income Fund.

    Frank J. Coleman, Director

    Mr. Coleman, of Corner Brook, Newfoundland, is the President and Chief
Executive Officer of the Coleman Group of Companies ("Colemans"), a retail
food, home furnishings and clothing company based in Newfoundland and
Labrador. Prior to joining Colemans in 1986, he was President of Atlantic
Consulting Economists, a private consultancy firm based in St. John's,
Newfoundland and Labrador. Mr. Coleman also served as Chief Economist with
Newfoundland and Labrador Hydro from 1976-1983. Mr. Coleman holds a Bachelor
of Arts degree from St. Francis Xavier University and a Masters Degree in
economics from Dalhousie University. He is currently a trustee of the North
West Company Fund and president and director of each of Humber Valley Paving
Ltd. and Humber Valley Aggregates and Asphalt Ltd.

    Brian Luborsky, Director

    Mr. Luborsky, of Toronto, Ontario, is the President and Chief Executive
Officer of Premier Salons Ltd., a private company that he founded in 1984.
Premier Salons operates 375 salons and spas throughout Canada and the United
States. Mr. Luborsky has more than 20 years' experience and earned a Bachelor
of Commerce from the University of Toronto. He received his Chartered
Accountant designation in 1982 while working at Coopers & Lybrand. Mr.
Luborsky is a trustee of ATS Andlauer Income Fund, General Donlee Income Fund
and Art In Motion Income Fund.

    Robert Normandeau, Director

    Mr. Normandeau is the Chief Operating Officer of Clarke Inc., an activist
investment company based in Halifax, Nova Scotia. Prior to joining Clarke in
April 2005, Mr. Normandeau practiced law in the Toronto office of a major New
York-based law firm, where he specialized in corporate finance and mergers and
acquisitions. Mr. Normandeau holds a Bachelor of Arts degree (Scholar's
Electives) from the University of Western Ontario, a Master of Business
Administration degree with a specialization in finance from the University of
Toronto, and a Bachelor of Laws degree from the University of Toronto. Mr.
Normandeau is admitted to the practice of law in Ontario, Nova Scotia and New
York. He serves as a trustee of Cinram International Income Fund, General
Donlee Income Fund and Art In Motion Income Fund and as a director of Shermag
Inc.

    Reader Advisory

    This news release contains "forward-looking statements" within the
meaning of applicable securities laws relating to the proposal to complete the
Transaction and associated transactions, including statements regarding the
terms and conditions of the Transaction and associated transactions. Readers
are cautioned not to place undue reliance on forward-looking statements.
Actual results and developments may differ materially from those contemplated
by these statements depending on, among other things, the risk that the
Transaction and associated transactions will not be successfully completed for
any reason (including the failure to obtain the required approvals or
clearances from regulatory authorities). The statements in this news release
are made as of the date of this release. The factors identified above are not
intended to represent a complete list of the factors that could affect Humber.
Additional factors are noted under "Risk Factors" in Humber's initial public
offering prospectus dated March 7, 2008, a copy of which may be obtained on
the SEDAR website at www.sedar.com.
    In addition to the conditions disclosed above, completion of the
Transaction is subject to a number of conditions, including but not limited
to, Exchange acceptance and if applicable pursuant to Exchange 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 filing statement
to be 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 the securities of a capital pool company
should be considered highly speculative.

    
    The TSX Venture Exchange Inc. has in no way passed upon the merits of the
    Transaction and has neither approved nor disapproved of the contents of
    this press release.
    

    %SEDAR: 00026544E




For further information:

For further information: Frank Coleman, President & Chief Executive
Officer, Humber Capital Corporation, (709) 637-6671

Organization Profile

HUMBER CAPITAL CORPORATION

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