Leezamax Capital Corp. Announces Proposed Qualifying Transaction

LEEZAMAX CAPITAL CORP. (TSX VENTURE:LZX.P) of Surrey B.C. ("Leezamax" or the
"Corporation") 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. 


All information contained in this news release with respect to CGTI was
furnished by CGTI, and with respect to such information, Leezamax and its board
of directors and officers have relied on the accuracy thereof.


Highlights of the Transaction

The Parties

The Corporation was incorporated on April 9, 2007, under the provisions of the
Business Corporations Act (Alberta) and is based in Surrey, British Columbia.


Leezamax was listed on the Exchange as a capital pool company on October 26,
2007, and was subsequently delisted from the Exchange for failure to complete a
Qualifying Transaction within the time frames required by Exchange policies.
Leezamax's only business is the identification and evaluation of assets or
businesses with a view to completing a Qualifying Transaction.


CGTI is a corporation incorporated under the Business Corporations Act
(Ontario), with its head office situated in Markham, Ontario. CGTI is a private
company which manufactures and distributes ladies intimate apparel and
accessories and, also holds exclusive North American distribution rights for a
new generation of environmentally friendly, intelligent textiles which have the
ability to kill bacteria, repel insects and heal skin among other things.
Patents have been granted on a number of these products.


CGTI has spent over $500,000 in developing and testing products that utilize its
intelligent textile technologies and the company is currently in process of
obtaining regulatory approval of its technologies from both the United States
Environmental Protection Agency and Health Canada in order to facilitate the
marketing of these products throughout North America. 


CGTI's core intimate apparel division currently supplies products to a number of
the largest apparel retailers in North America and Europe. The company signed a
licensing agreement with Maidenform Brands Inc. in October 2010 which, provides
for exclusive worldwide distribution of Maidenform branded products, for the
company's market segment and is anticipated to result in substantial sales
volume increases for the apparel division in the short to medium term.


The following is a summary of CGTI financial information (unaudited) prepared by
CGTI'S management for the year ended September 30, 2010:




--  total assets $6,871,000 
--  total liabilities $4,248,000 
--  Gross revenue $5,520,000 
--  net income, pre management salary and pre tax $ 1,700,000 



Upon completion of the CGTI Acquisition, CGTI will be a wholly owned subsidiary
of the Resulting Issuer. It is anticipated that Resulting Issuer will be a Tier
1 Industrial Issuer under Exchange policies.


The CGTI Acquisition

The CGTI Acquisition is subject to a number of conditions including completion
of satisfactory due diligence, a definitive share acquisition agreement and
receipt of applicable regulatory and shareholder approvals. 


The consideration to be paid by Leezamax, for all of the CGTI common shares
issued and outstanding at the time of closing, shall be satisfied by the
issuance of: 




i.  approximately 20,000,000 common shares of Leezamax to the existing
    shareholders of CGTI, at a deemed price of $0.50 per common share; 
    
ii. 30,000,000 voting, convertible preferred shares to the existing
    shareholders of CGTI at a deemed price of $0.50 per share which shares
    shall carry a 3% annual cumulative dividend; and 
    
iii.a minimum of 3,750,000 and a maximum of 5,000,000 common shares to
    investors in the Private Placement, at a deemed price of $0.40 per
    share. 
    



The final number of common and preferred shares of the Corporation to be issued
shall be subject to final adjustment as agreed upon by the parties, and subject
to completion of the Private Placement, as contemplated below, in CGTI.


The principal shareholders of CGTI are Hylton Karon and Susan Karon, resident in
Thornhill, Ontario. After giving effect to minimum Private Placement, the
principal shareholders will hold approximately 90% of the Resulting Issuer. 


CGTI Private Placement

Concurrently with, and as a condition of the CGTI Acquisition, CGTI will
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"). The net
proceeds of the Private Placement will be used for general working capital.
Pursuant to the Private Placement, CGTI will issue up to 5,000,000 common shares
of CGTI at a deemed price of $0.40 per share.


Share Capital of the Corporation

The Corporation currently has 1,650,000 common shares issued and outstanding
prior to Completion of the Qualifying Transaction. All Leezamax common shares
that are issued and outstanding will be consolidated on the basis of one new
share for every two existing common shares and any and all options currently
issued will be cancelled as part of the CGTI Acquisition. Assuming the
completion of the CGTI Acquisition and the Private Placement, the Resulting
Issuer will have a minimum of approximately 55,195,000 post-consolidated common
shares and a maximum of approximately 56,445,000 post-consolidated common shares
issued and outstanding, of which the former shareholders of CGTI will own
approximately 90%, based on the minimum Private Placement or approximately 88%,
based on the maximum Private Placement.


Conditions Precedent to Completion of the Transaction

Completion of the Transaction is subject to a number of conditions, including
but not limited to: 




i.  completion of the Private Placement by CGTI for a minimum of $1,500,000
    and maximum of $2,000,000 gross proceeds, which Private Placement shall
    satisfy TSX Venture Exchange requirements for public distribution and
    working capital; 
    
ii. approval of all regulatory bodies, including, but not limited to, the
    TSX Venture Exchange, the Alberta Securities Commission and the British
    Columbia Securities Commission, having jurisdiction in connection with
    the subject transactions; 
    
iii.approval of the final terms and conditions of the CGTI Acquisition by
    the board of directors of Leezamax and the board of directors of CGTI; 
    
iv. approval of the shareholders of CGTI for the CGTI Acquisition; 
    
v.  as required, the entering into of formal agreements reflecting the
    proposed CGTI Acquisition, which are agreeable to all parties; and 
    
vi. the CGTI Acquisition being accepted by the Exchange as Leezamax's
    Qualifying Transaction with a Final Exchange Bulletin being released by
    no later than June 30 2011, or such other date the parties may agree
    upon. 
    



Arm's Length Transaction

Under the policies of the Exchange, the CGTI Acquisition was negotiated as and
is being completed as an arm's length transaction.


Proposed Management

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 of experience 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.


Hilton Price, Acting CFO and Director

Mr. Price is a Chartered Accountant with over 35 years of experience covering a
variety of industries and businesses. He has been involved in most elements of
the Group's strategic planning and has been responsible for financial oversight
since the Group's inception.


Cortney Scheiner, Vice President/Sales & Operations -Intimate Apparel Division
and Director


Ms. Scheiner has a degree in Human Resources from the University of Toronto. Her
work and consulting experience with some of the USA's largest corporations has
provided her with the tools to negotiate sales agreements with the Group's major
customers and to oversee ongoing relationships with these customers. Ms.
Scheiner was instrumental in negotiating a recent licensing and distribution
agreement with Maidenform Brand which is expected to result in a substantial
increase in sales for the intimate apparel division.


Three outside directors will join the board of directors of the Resulting Issuer
upon closing of the Qualifying Transaction. These new directors will be:


Jason Garay, Director

Mr. Garay is a communicable diseases epidemiologist and the current head of
Public Health Surveillance for the Region of York, a growing community of over
one million residents. He is a graduate of the University of Toronto's Faculty
of Medicine in the field of Community Health and Epidemiology. Jason has served
on the Board of Directors for the Lakeridge Health Corporation Research
Institute, the Canadian Society for Epidemiology and Biostatistics, the Ontario
Council for Community Health Accreditation and is the past-President and current
Vice-President of the Association of Public Health Epidemiologists in Ontario.


Dr. Jeff Coyne, Chairman of the Board of Directors

Dr. Coyne is CEO of Provect Technologies, Inc, a U.S. based, enterprise level,
time and attendance software company. He is a principal of CPR Turnaround LLC, a
company that manages and advises companies in financial difficulty and he is a
senior lecturing fellow at Duke University School of Law. Dr. Coyne has
previously served as a director of Ezenet, (previously EZE on TSE) and ValueNet,
(previously VNE on ASE). His academic qualifications include BA, Economics, U.C.
Berkeley; JD, Duke University School of Law. He is also a California licensed
attorney.


Mark Greenspan, Director 

Mark Greenspan was CFO of The Medipattern Corporation, a TSX-V listed company,
from September 2002 until February 2010. Prior to that, he spent 18 years at
Scotiabank in various capacities which included COO of Scotiabank's e-commerce
subsidiary, CAO of Scotia Capital and Head of Integrated Support Services. Prior
to joining Scotiabank, he spent 8 years at KPMG where he specialized in business
valuations, mergers and acquisitions. Mr. Greenspan is a CA and a CBV.


It is anticipated that Mr. Jason Garay, Dr. Jeff Coyne and Mr. Mark Greenspan
will form the audit committee of the Resulting Issuer.


Sponsorship and Resumption of Trading

Leezamax is currently in discussions with Haywood Securities regarding
sponsorship for the proposed Qualifying Transaction in accordance with Exchange
requirements. Leezamax will be making an application to re-list its common
shares in conjunction with the final approval of the proposed Qualifying
Transaction with CGTI.


Leezamax presently has 1,650,000 common shares issued and outstanding of which
1,500,000 shares were issued pursuant to a public offering.


On June 30, 2010, trading in the Corporation's common shares was suspended for
failure to complete a Qualifying Transaction within the time prescribed by TSX-V
policies. The Corporation was required to complete a Qualifying Transaction,
delist or transfer its listing to the NEX exchange prior to June 30, 2010.


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
requirements, majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as
proposed or at all.


Investors are cautioned that, except as disclosed in the information circular,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


Forward-Looking Statements 

Certain statements contained in this news release constitute forward looking
statements. The use of any of the words "anticipate", "continue", "estimate",
"expect", "may", "will", "project", "should", "believe", "subject to" and
similar expressions are intended to identify forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results or events to differ materially from those anticipated
in such forward-looking statements are based on reasonable assumption but no
assurance can be given that these expectations will prove to be correct and the
forward-looking statements included in this news release should not be unduly
relied upon.