Qualifying transaction for Coconut Grove Textiles
LEEZAMAX CAPITAL CORP of Surrey B.C. is pleased to announce that that it has entered into a letter of intent dated December 23, 2010 (the "Agreement") pursuant to which it intends to acquire all of the issued and outstanding common shares of Coconut Grove Textiles Inc ("CGTI"), a Toronto-based company which designs, manufactures and distributes ladies intimate apparel and accessories, and, also holds exclusive North American distribution rights for a new generation of intelligent textiles which have the ability to kill bacteria, repel insects and heal skin among other things (the "CGTI Acquisition").
In terms of the letter of intent, the issued and outstanding common shares of CGTI will be exchanged for the issuance of common shares and preferred shares of the Corporation.
Leezamax was originally listed on the TSX Venture Exchange (the "Exchange") on October 26, 2007, as a capital pool company but was delisted from the Exchange on June 30, 2010, for failure to complete a Qualifying Transaction within the time frames required by Exchange policies.
It is expected that the CGTI Acquisition will constitute a "Qualifying Transaction" for the Corporation as such term is defined in the Exchange policies and Leezamax will be making application to re-list its common shares in conjunction with the approval of the proposed Qualifying Transaction.
Pursuant to the terms of the Agreement, it is intended that CGTI will, in conjunction with the completion of the CGTI Acquisition: (i) complete a private placement financing for gross proceeds of a minimum of $1,500,000, and a maximum of $2,000,000 (the "Private Placement"), and (ii) subject to the approval of the shareholders of Leezamax, it is the intention of the Corporation to change its name to "iFABRIC CORP" or such other similar name as is acceptable to regulatory authorities and approved by the board of directors.
A special meeting of the shareholders of Leezamax (the "Meeting") will be held to consider and approve certain aspects related to the Qualifying Transaction in accordance with the policies of the Exchange and the Business Corporations Act (Alberta), including the appointment of the new board of directors of the Resulting Issuer (as defined in Exchange Policy 2.4) and the proposed change of name.
Upon completion of the CGTI Acquisition, it is anticipated that Leezamax's board of directors will change with the election of CGTI's nominees, including Hylton Karon, Hilton Price, Cortney Shiner and three outside directors, as described below.
The backgrounds of each of the proposed members of the board of directors and senior management of the Resulting Issuer are as follows:
Hylton Karon, President, CEO and Director
Mr. Karon is a graduate of Philadelphia University with BSc degree in textile marketing and management. A member of the Group's founding family, he has over 30 years ofexperience in product development and marketing. Mr. Hylton's creative ability has resulted in the development of many successful and patented products which are sold both in North America and internationally. His leadership and motivational skills have been the main driving force for the Group's success to date.