Planet Organic Health Corp. - Corporate Update

Jun 08, 2010, 18:20 ET from Planet Organic Health Corp.

EDMONTON, June 8 /PRNewswire-FirstCall/ - Planet Organic Health Corp. (TSX Venture Exchange - "POH") Mr. Darren Krissie, a director of Planet Organic Health Corp. (the "Corporation") announces that on June 4, 2010, the Corporation obtained an Approval and Vesting Order ("Order") from the Ontario Superior Court of Justice ("Court") approving the acquisition of substantially all assets of the Corporation and its Canadian wholly owned subsidiary by 7562578 Canada Inc., a company controlled by the Catalyst Capital Group Inc., on behalf of funds managed by it ("Catalyst"), pursuant to the terms and conditions of an Acquisition Agreement dated May 19, 2010 between the Corporation and Catalyst and as amended by a First Amending Agreement dated June 1, 2010. As a result of the Order, Catalyst has acquired all title, right, and interest in and to the assets described in the Acquisition Agreement and now owns all assets in Canada and the shares of the parent company of the Corporation's Mrs. Green's Natural Market Inc.'s business in the U.S. The Corporation received no cash consideration as a result of the acquisition of its assets. Catalyst acquired the assets in consequence of the Corporation's and its subsidiaries' failure to pay amounts owing to Catalyst under the convertible notes. The Corporation's total indebtedness to Catalyst at the time of closing was $32,389,347. As a result of the sale, the Corporation no longer has any operating assets or active business and trading has been halted for failing to maintain the minimum listing requirements of the TSX Venture Exchange.

The Corporation also announces that Partnership Capital Growth acted as the Corporation's exclusive financial advisor for the sale of assets to Catalyst and will receive a transaction fee of $1,147,000 in conjunction with the sale. Brent Knudsen is a principal with Partnership Capital Growth and also a former director and officer of the Corporation.

Additionally, the Corporation announces the resignations of Brent Knudsen and Ian Newton from the Board of Directors. Mr. Krissie will continue serving as the sole director during the transition and it is expected that he will resign shortly. The Corporation wishes to extend its deep gratitude and appreciation to each of Mr. Knudsen, Mr. Krissie, and Mr. Newton for their stewardship in guiding the Corporation through a very difficult corporate transition over the past few months.

All retail outlets, with the exception of Vaughan, Ontario, will continue to operate under the ownership and direction of Catalyst in Canada and the U.S. without disruption to existing customers, employees, or suppliers.

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.

Forward-Looking Statements

Note: This press release contains forward-looking information and forward-looking statements within the meaning of Canadian provincial securities laws. These forward-looking statements include, among others, statements with respect to the timing and continuance of the CCAA protection, the uncertainty involved in the court proceedings, the restructuring process, potential opportunities for the restructured business and ongoing operation of certain of the Company's retail grocery outlets. The words "plan", "remain", "will", "continue", "seek", "pursue", "opportunity", "grow", "progress", variations of those words and other words and expressions which may be predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements. Factors that could cause actual results of the restructuring to differ materially from those set forth in the forward-looking statements include: general economic conditions; demand for the Company's products; unforeseen administrative, legal, operational or production issues; cost of materials; sales and marketing performance; and, other risks detailed from time to time in the documents filed by the Company with the securities regulators in Canada. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Planet Organic Health Corp.