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CWP

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Share Name Share Symbol Market Type
TSXV:CWP TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

ComWest Enterprise Announces Completion of Acquisition

20/08/2010 2:22am

Marketwired Canada


ComWest Enterprise Corp. (TSX VENTURE:CWP)(TSX VENTURE:CWP.A) (the "Company") is
pleased to announce that it has completed the previously announced acquisition
of the 90% interest in Winnipeg-based Peerless Garments LP ("Peerless") held by
a wholly-owned subsidiary of Newport Partners Income Fund (TSX:NPF.UN). Peerless
is Canada's leading manufacturer of protective harsh weather outerwear for
military personnel. 


In connection with the financing of the acquisition and for general working
capital purposes, ComWest has completed a non-brokered private placement of
1,000,000 units at a price of $6.00 per unit for gross proceeds of $6,000,000.
Each unit consists of one Class B voting common share in the capital of the
Company at an issue price of $0.40 and one special warrant (a "Warrant") with an
issue price of $5.60. Each Warrant entitles the holder to purchase one
convertible preferred share on approval of a class of preferred shares issuable
in series by shareholders at the annual and special meeting of shareholders to
be held on August 30, 2010. The convertible preferred shares will carry an 8%
annual dividend, payable quarterly. Each convertible preferred share will be
convertible at any time during the five year term at the option of the holder
into seven Class A non-voting equity shares. The convertible preferred shares
will be redeemable and retractable at the deemed issue price of $5.60 per
preferred share after five years. If the shareholders do not approve of a class
of preferred shares issuable in series, the Warrants will be convertible into
ten Class A non-voting equity shares. The Class B voting common shares, Warrants
and underlying shares will be subject to a four-month hold period from today's
issue date.


As the transaction represents a Change in Business under the policies of the TSX
Venture Exchange, the continued listing of the Company's shares is subject to
Exchange acceptance of the transaction and disinterested Shareholder approval.
The shares of ComWest are expected to remain halted until such time as the
Company complies with the requirements of the Exchange.


Investors are cautioned that, except as disclosed in the Management Information
Circular and/or Filing Statement to be prepared in connection with the
transaction, any information released or received with respect to the Change of
Business may not be accurate or complete and should not be relied upon. Trading
in the securities of the Company should be considered highly speculative.


ON BEHALF OF THE BOARD 

Douglas F. Good, President 

Forward Looking Statements

This news release contains forward-looking statements regarding the future
success of the business of the Company that is subject to risk and
uncertainties. Examples of such forward-looking statements including, but are
not limited to, statements concerning the Corporation's acquisition of an
operating business and the Corporation's intention to raise additional capital
and financing. These forward-looking statements involve known and unknown risk
and uncertainties that may cause the Company's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied in these forward-looking statements. These
risks include risks related to dependence on key personnel, competition, risks
related to newly acquired businesses, uncertainty and dilution of additional
financing and ability to service debt, as well as the risk factors described in
the Corporation's Management Discussion and Analysis filed on SEDAR at
www.sedar.com, and the risks to be described in any Management Information
Circular and/or Filing Statement to be prepared in connection with the
transaction. The forward-looking statements contained herein are made as of the
date of this Circular and are expressly qualified in their entirety by this
cautionary statement. Except as required by law, the Company undertakes no
obligation to publicly update or revise any such forward-looking statements to
reflect any change in its expectations or in events, conditions or circumstances
on which any such forward-looking statements may be based, or that may affect
the likelihood that actual results will differ from those set forth in the
forward-looking statements.


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