/C O R R E C T I O N from Source - 1792368 Ontario Ltd. and 453294 Ontario Inc./

In c7614 transmitted today at 19:36e. An error occurred in the "Source" of the story. "1792368 Ontario Ltd." and "453294 Ontario Inc." should have been the sources of the story and not "The Second Cup Ltd." The text in the release remain the same. Corrected copy follows:

The Second Cup Ltd.

TORONTO, Feb. 4, 2014 /CNW/ - Paul D. Phelan, 1792368 Ontario Ltd. ("1792368") and 453294 Ontario Inc. ("453294") (collectively, the "Phelan Parties") announced today that they have completed the previously announced sale of 500,000 common shares of The Second Cup Ltd. ("Second Cup") to The Tailwind Fund Limited Partnership (the "Tailwind Fund"), an investment fund managed by Tailwind Capital Inc. ("Tailwind Capital").

As previously disclosed, the Phelan Parties entered into an agreement with Tailwind Capital and Michael Bregman made as of December 18, 2013 pursuant to which, among other things, following the satisfaction of certain conditions, 1792368 and 453294 agreed to sell to Tailwind Capital (or an investment fund managed by Tailwind Capital) 500,000 common shares of Second Cup for consideration of $4.00 per common share. On February 4, 2014, the purchase and sale transaction was completed and 1792368 sold 500,000 common shares to the Tailwind Fund. In connection with this sale, 1792368 relied on the prospectus exemption set out in section 2.10 of National Instrument 45-106 by virtue of satisfying the criteria set forth therein.

As of a result of this sale, the Phelan Parties, Second Cup's largest shareholders, own and exercise control and direction over a total of 2,770,200 common shares of Second Cup (representing approximately 28% of the issued and outstanding common shares of Second Cup), of which 1,193,800 common shares are owned by 453294 and 1,576,400 common shares are owned by 1792368. The Phelan Parties may from time to time, acquire additional securities of Second Cup, dispose of some or all of the existing or additional securities or may continue to hold their current positions.

The Tailwind Fund now beneficially owns 500,000 common shares of Second Cup, representing approximately 5% of the outstanding common shares of Second Cup.  Tailwind Capital, as investment manager of the Tailwind Fund, exercises control and direction over all such common shares.  The address of Tailwind and the Tailwind Fund is 901 - 30 St. Clair Avenue West, Toronto, Ontario, M4V 3A1.  The common shares of Second Cup acquired by the Tailwind Fund were acquired for investment purposes.  Depending on market and other conditions, the Tailwind Fund may, from time to time, increase or decrease its ownership, control or direction over common shares or other securities of Second Cup.

The issuance of this news release is not an admission that any person or entity named herein is a joint actor with any other person or entity so named.

SOURCE: 1792368 Ontario Ltd.

For further information or a copy of the report filed under Part 3 of National Instrument 62-103 and Section 102.1 of the Securities Act (Ontario), please contact:

Stephen S. Kelley
Assistant Secretary
1792368 Ontario Ltd. and 453294 Ontario Inc.
Telephone: [phone]
12 Lawton Blvd. Toronto, Ontario, M4V 1Z4