Gatorz completes stage one of business combination with No Fear

15 Apr '10

2 min read

Gatorz Inc is pleased to announce it has completed the first stage of its previously announced two stage proposed business combination with No Fear Retail Stores, Inc. On July 20, 2009, Gatorz and No Fear executed a term sheet for a two stage business combination which, in the first stage of the transaction, called for the parties to enter into agreements for the reciprocal exchange of stock and for the sharing of certain facilities and operations.

As contemplated by the July 20, 2009 term sheet, Gatorz and No Fear entered into an Amended and Restated Share Exchange Agreement, effective August 25, 2009 (the "Exchange Agreement"), by which the Company was to acquire 2.25% (900,000) of the issued and outstanding common shares of No Fear at a deemed price of USD $2.08 per share and Simo Holdings, Inc., the parent company of No Fear, was to acquire 17.5% (7,500,000) of the issued and outstanding common shares of Gatorz at a deemed price of USD $0.25 per share. On February 26, 2010, the TSXV accepted the filing documentation pertaining to the Exchange Agreement, and on March 5, 2010, the parties completed the exchange of shares as provided in the agreement. Simo Holdings now owns 7,500,000 shares of Gatorz, representing 16.72% of the common shares outstanding as of March 31, 2010.

The Exchange Agreement also provided for the election of a new director, designated by No Fear, to the Company's board of directors and for the election of a new director, designated by the Company, to the board of directors of No Fear. Both parties have agreed to waive this provision of the Exchange Agreement.

In the event, for whatever reason, the anticipated reverse takeover is not completed, Gatorz and Simo Holdings will have their equity position in the other reduced by 50%.

Also on August 25, 2009, and as contemplated by the July 20, 2009 term sheet, the Company and No Fear entered into a Shared Services Agreement (the "Services Agreement") under which No Fear agreed to share its office and warehouse facilities with the Company and provide the Company with certain utilities and business services. The integration of the Company's physical operations into No Fear, as provided in the Services Agreement, was completed September 8, 2009.

Gatorz Inc

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