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PLANET ORGANIC HEALTH CORP : poh Proposes Bonus Shares to Creditors

titecail
27 sept. 200916:07

Planet Organic Health Corp. Proposes Bonus Shares to Creditors

Press Release
Source: Planet Organic Health Corp.
On Wednesday September 23, 2009, 10:12 am EDT

EDMONTON, ALBERTA--(Marketwire - Sept. 23, 2009) - Planet Organic Health Corp (TSX VENTURE:POH - News), Mr. Darren Krissie, Executive Vice President of Planet Organic Health Corp., (the "Corporation") announces the proposed issuance of up to 19,808,453 bonus shares ("Shares") to its lender, Ares Capital Corporation (the "Lender"), pursuant to TSX Venture Exchange policies.

The Shares are being issued to compensate the Lender for agreeing to amend the term loan facility dated November 30, 2007, which currently stands at $18,778,232 (Cdn.). Pursuant to the terms of a Forbearance Agreement between the Corporation and the Lender, which is expected to be executed shortly, the Lenders will forbear from enforcing their rights and remedies with respect to the forbearance defaults for 60 days (the "Forbearance Termination Date"). It is expected that subsequent to the Forbearance Termination Date, the term loan facility will be amended to reflect a cash interest rate reduction. The Corporation is also negotiating the possible conversion of a portion or all of its convertible debt into equity at a future date.

The parties have agreed that until the definitive terms and conditions of the revised term loan facility are finalized, the Shares will be held pursuant to an escrow agreement to be entered into between the Lender, the Corporation, and the escrow agent. The agreement will provide that the Shares shall be cancelled within 90 days of the Forbearance Termination Date if the Lenders proceed to enforce any or all of their rights and remedies set forth in the term loan agreement. The board of directors also reserves the right to cancel the Shares, acting in their sole discretion, at any time subsequent to the Forbearance Termination Date if the terms of revised term loan facility are not satisfactory to the board.

In addition, the Shares shall be subject to the terms of a voting trust agreement between the Corporation, Lender, and trustees under the voting trust. The trustees shall have an irrevocable proxy and power of attorney under the voting trust to vote the Shares in accordance with the decision of the majority of the trustees. The trustees will be three members from the Corporation's board of directors. The Voting Trust shall remain in effect subsequent to the Forbearance Termination Date, notwithstanding the partial or full release of the Shares from escrow. Further updates will be provided on the terms and conditions of the voting trust subsequent to the Forbearance Termination Date.

With respect to the issuance of the Shares, TSX Venture Exchange policies provide that an issuer can grant bonus shares with a total market value of up to 20% of the value of a loan. As of today, the term loan facility is $18,778,232, therefore the Corporation may issue bonus shares with a deemed value of up to $3,755,646, being 20% of the term loan amount. It is proposed that the Corporation will issue up to 19,808,453 Shares at a deemed issue price of $0.14 per share for an aggregate deemed value of $2,773,183. The transaction is subject to TSX Venture Exchange approval and the Shares will be subject to a four month statutory hold period.

The proposed issuance of Shares is a related party transaction in that Dan Katz and Michael Arougheti are directors of the Corporation and also principals of Ares Capital Corporation. Accordingly, the transaction is subject to the requirements of TSX Venture Exchange Policy 5.9 and Ontario Securities Commission Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101").

The board of directors considered the proposed issuance of Shares and passed a resolution approving the terms and conditions of the issuance, with the related parties having abstained from the vote. In reviewing the terms of the transaction, management and the board also considered the requirements of MI 61-101. Sections 5.5 and 5.7 of MI 61-101 provide an exemption from the formal valuation and minority shareholder approval requirements if the fair market value of the transaction, insofar as it involves all interested parties, is less than 25 per cent of the issued market capitalization at the most recent month ended, being August 31, 2009. The Corporation advises that the fair market value of all interested parties is $2,773,183, which is 25 per cent of the corporation's market capitalization, being approximately $11,092,734 as of the close of trading on August 31, 2009. In addition, the Corporation is further exempted on the basis that its securities are not listed on the specific markets referred to in Section 5.5 of the said Instrument. MI 61-101 also provides an exemption from the formal valuation and minority shareholder approval requirements under Sections 5.5(g) and 5.7(e), being the financial hardship exemption.

ABOUT PLANET ORGANIC

Planet Organic Health Corp. is a natural products industry company, comprising manufacturing and retail. Planet is listed on the TSX Venture Exchange as a Tier One company. Planet operates ten natural food supermarkets throughout Canada under the Planet Organic Market banner and eleven natural food supermarkets in the U.S. under the Mrs Green's Natural Markets banner. The Company also operates 43 natural health outlets under the Sangster's Health Centre banner and seven natural health outlets under the Healthy's (Planet Organic Living) banner. Another Planet Organic company, Trophic Canada is the country's leading manufacturer of natural supplements. The Company has a total of 60 stores throughout Canada and 11 in the U.S.

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