EDMONTON, Feb. 20 /CNW/ - Humber Capital Corporation (TSX-V: RUM)
(Humber), listed on the TSX Venture Exchange (Exchange), announced today that
its wholly owned subsidiary, Andersons Liquor Inc. (Andersons) initiated
development of a new liquor store under its "Great Canadian Liquor" brand in
Rocky Mountain House, Alberta. This is in addition to the existing branded
store "Liquor4Less" which has operated there since 2005.
Humber and Andersons have also entered into definitive agreements with
three separate vendors to acquire six additional stores in Northern and
Southern Alberta, subject to due diligence and final approval of their board
of directors. The aggregate purchase price of these assets is estimated to be
"These new acquisitions provide further geographical diversification,
which enhances our distribution strategy," said Peter Byrne, the new CEO of
One acquisition in Southern Alberta has already been completed; while the
acquisition of another in the Town of Athabasca is expected to close February
23, 2009. This will be Andersons 2nd store in Athabasca. The acquisition of
four other stores in the southern region is scheduled to close by the end of
Should all transactions close as intended, Andersons will operate 25
stores in Alberta, five in Northern Alberta, five in Southern Alberta and 15
in Central Alberta. This represents an increase of seven stores since December
1, 2008, when Humber acquired 100% of Anderson's shares.
Humber and Andersons have sufficient financial resources to complete
these transactions with existing bank financing, proceeds from the previous
private placement for Humber, and proceeds of the convertible debenture as
disclosed to investors on January 30, 2009. Further details will be
forthcoming with the anticipated closure of these transactions.
"These acquisitions are expected to be immediately accretive." Mr. Byrne
noted. "It clearly demonstrates growth opportunities remain certain in the
privatized liquor industry."
Humber has entered into a non-binding agreement with one vendor to issue
up to $1-million under a five-year unsecured subordinated note and will bear
interest at 8.25% per annum payable annually. The debenture is convertible
into common shares of Humber after the fourth month of the date of issue at a
conversion price of $0.315. Humber intends to transfer these stores and their
assets to wholly owned subsidiary, Andersons.
As a further part of their capital strategy, Andersons has contracted
with a Canadian Chartered Bank to hedge interest rates for a 5-year period in
the amount of $3.5-million at 4.34% and $2- million at an interest rate of
3.99%, $5.5-million in total.
"Given the stable income flows for the liquor industry through the
business cycle, we view mitigating the volatility in our cost of capital
prudent at this time," CFO Tracey Bean said.
"I am very proud of our team. In unprecedented market conditions our team
has completed the qualifying transaction, closed a private placement, raised
new bank financing and secured a convertible debenture with one of the
vendors. This is an indication of the confidence of our shareholders; our
senior secured lenders and our accredited private placement investors " Mr.
Byrne added. "Industry reports we receive from across Alberta indicate the
continued stability of retail liquor demand; and as a result, we are committed
to continue our previously disclosed strategy to grow through acquisition and
green-field of private liquor stores."
Mr. Byrne resides in Alberta, and is a director of Humber. He succeeded
Mr. Frank Coleman, of Newfoundland, who was CEO prior to the qualifying
transaction and is currently Chairman of the Board. Mr. Coleman is also one of
four independent directors of Humber with, Rob Normandeau of Nova Scotia,
Brian Luborsky of Ontario, and Ken Chalmers of Ontario.
Neither 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 release.
This news release contains "forward-looking statements" within the
meaning of applicable securities laws relating to potential acquisitions,
potential issuance of a convertible debenture, interest rates, costs of
capital and demand for liquor products at retail. 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 risks that these events may not
materialize. If they do materialize, there remains a risk of nonexecution for
any reason (including but not limited to the failure to obtain the required
approvals or clearances from regulatory authorities).
For further information:
For further information: Peter Byrne, CEO, (780) 686-7383