November 25th, 2008
Polo Biology Global Group Corporation (the “Company”) (TSX VENTURE:PGG), formerly Amicus Capital Corp. (“Amicus”), is pleased to announce that it has completed its qualifying transaction with Rainbow Trend Limited (“Rainbow”) on November 21, 2008 (the “Qualifying Transaction”).
On November 24, 2008, the TSX Venture Exchange (the “Exchange”) issued its final bulletin confirming the completion of the Qualifying Transaction and that the Company will be listed, as a Tier 1 Issuer and its common shares will resume trading on the Exchange on November 25, 2008 under the ticker symbol “PGG”.
Concurrent with the Qualifying Transaction, the Company completed a prospectus offering (the “Financing”) in British Columbia, Alberta and Ontario of 5.0 million common shares of the Company (each, a “Share”) at a price of $0.50 per Share for gross proceeds of $2.5 million. Blackmont Capital Inc. (the “Agent) acted as the agent in connection with the Financing on a best efforts basis. The Agent was paid a cash commission of $145,000, a corporate finance fee of $45,000 and was also reimbursed for its reasonable expenses in connection with the Financing. The Agent and members of the selling group were also granted compensation options to acquire up to 500,000 Shares at a price of $0.50 per Share for a period of up to two years, The Company also granted the Agent an option, exercisable no later than 60 days from the date of closing of the Financing, to arrange for the sale of up to an additional 750,000 Shares at a price of $0.50 per Share to cover over-allotments and for market stabilization, if necessary. In addition, a reduced finder’s fee was paid to Evans & Evans, Inc. (the “Finder”) in connection with the Qualifying Transaction, in which 600,000 Shares at a deemed price of $0.40 per Share was issued (and are held in an Exchange surplus security escrow) and $360,000 in cash was paid to the Finder.
Pursuant to the Qualifying Transaction, the Company acquired all of the issued shares of Rainbow, which holds a 55.6% equity interest in Sino-Canada Beijing Polo Biotech Co. Ltd. (“Polo JV”), and issued 36,000,000 Shares to the shareholders of Rainbow at a price of $0.50 per Share. As a result of the Qualifying Transaction, Rainbow is a wholly owned subsidiary of the Company, which indirectly owns the 55.6% interest in Polo JV. Polo Biology Science Park Co. Ltd. (“Polo Biology”) holds the balance of the 44.4% equity interest in Polo JV. The prospectus describing the Company, and the Financing, the terms of the Qualifying Transaction, and the business of the Company, prepared in accordance with applicable securities legislation, is available on the SEDAR website at www.sedar.com.
The net proceeds from the Financing will be used by the Company to increase its percentage ownership of Polo JV, subject to obtaining the requisite Chinese government approvals. Until the requisite Chinese government approvals are obtained, Polo Biology has agreed to assign its distributions and dividends received from Polo JV in excess of the portion owed to it based on a 10% ownership in Polo JV. Polo JV is expected to use the funds contributed by the Company to fund marketing programs, research and development, an enterprise resource planning system and general working capital.
With the completion of the Qualifying Transaction and Financing (including a previously announced share consolidation), the Company has 49,399,997 Shares issued and outstanding (on an undiluted basis). The Company also changed its name to “Polo Biology Global Group Corporation” effective on November 21, 2008.
About Polo Biology Global Group Corporation
The Company, through its operating subsidiaries in China, develops, manufactures and distributes health supplements, personal and homecare products across China under the Polo brand. The Company currently distributes its products through Polo Biology, which manages a network of retail outlets operated by its franchisees.
Cautionary Note Regarding Forward-Looking Information
Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company’s expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing; reliance on key personnel; the potential for conflicts of interest among certain officers, or directors with certain other projects; the volatility of our common share price and volume. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.
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