Walmer Capital Corp. to Enter Into Business Acquisition-Proposed Qualifying Transaction to Include an Equity Financing of Up ...

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW


Jay Richardson, Chief Executive Officer and Chief Financial Officer of Walmer
Capital Corp. (TSX VENTURE:WAL.P) (the "Company" or "Walmer"), a capital pool
company, is pleased to announce it has entered into a letter of intent dated
April 1, 2014 (the "LOI") with RedBox Inc. ("RedBox") and Trout Lake Corporation
("Trout Lake") to complete an arm's length business combination transaction
whereby Walmer will acquire the assets of Redbox and Trout Lake, which includes
all of the issued and outstanding shares of Beresford Box Company Inc. ("BBC")
and the active business of RedBox. 


Walmer intends for the Proposed Transaction (as defined below) to constitute its
Qualifying Transaction, as such term is defined in the policies of the TSX
Venture Exchange (the "Exchange").


RedBox, based in Toronto, Ontario, is a diversified industrial company that
specializes in the acquisition and operation of small and medium sized
distressed and under-valued businesses. RedBox, together with Trout Lake, an
Ontario holding company, owns BBC, an Ontario company amalgamated in 2005, which
is based in Waterloo, Ontario, and is a specialty producer of quality folding
and formed cartons that has more than 100 employees and yearly revenues in
excess of $20 million. BBC's primary business focus is providing packaging
solutions that differentiate consumer products in the retail environment. BBC
has a particular strength in the food and drug industries. RedBox is wholly
owned and controlled by Range Bancorp S.A., a Swiss company which is itself
controlled by Roland Raths. Trout Lake is wholly owned and controlled by David
Del Bocco, who is an intended officer of the Resulting Issuer.


Summary of the Qualifying Transaction

The LOI contemplates Walmer and RedBox and Trout Lake entering into an arm's
length business combination transaction (the "Proposed Transaction"). It is
currently contemplated that the Proposed Transaction will include an acquisition
of all or substantially all of the assets of RedBox and all of the securities of
BBC which are held by Trout Lake and RedBox, for which RedBox and Trout Lake
will receive an aggregate of approximately 22.9 million Walmer common shares as
consideration at a deemed price of $0.20 for total deemed consideration of $4.58
million. As a result of the Proposed Transaction, prior to the equity financing,
RedBox will own approximately forty four percent (44%) of the issued and
outstanding shares of the resulting publicly traded issuer (the "Resulting
Issuer"), Trout Lake will own approximately thirty seven (37%) of the issued and
outstanding shares of the Resulting Issuer and the existing shareholders of
Walmer will hold approximately nineteen percent (19%) of the issued and
outstanding shares of the Resulting Issuer. The subscribers of the Financing,
assuming the full $4.0 million of financing at a price equal to that of the
Proposed Transaction, being $0.20, will hold approximately forty one percent
(41%) of the issued and outstanding shares of the Resulting Issuer, the issuance
of such shares to dilute all other shareholders accordingly, including the
existing shareholders of Walmer, Redbox and Trout Lake. It is expected that the
Financing will be brokered. Details concerning the Financing, including the
minimum amount to be raised thereunder, the identity of the broker and the
expected commissions to be payable in connection therewith, will be disclosed in
a future news release.


Approval of the Proposed Transaction by the shareholders of Walmer is not
expected to be required by the Exchange since the Proposed Transaction is not a
"non-arm's length transaction" pursuant to the policies of the Exchange.


At the Company's request, trading in the common shares of Walmer has been halted
by the Exchange. Moreover, pursuant to the policies of the Exchange, trading is
also expected to be suspended in view of the passing of the second anniversary
of Walmer's initial public offering. Trading is expected to be suspended until
the earlier of either completion or termination of the Proposed Transaction. As
long as the Proposed Transaction is completed within 90 days of the second
anniversary, it is anticipated that Walmer will be able to avoid having its
shares moved to the NEX Board of the Exchange. 


Each of Walmer and RedBox shall bear their own costs in respect of the Proposed
Transaction, except that all expenses will be borne by Walmer assuming the
consummation of the Proposed Transaction.


The LOI is subject to Walmer, Trout Lake and RedBox executing the Definitive
Agreement in regard to the Proposed Transaction, as required, and the parties
satisfying various other conditions including regulatory and secured lender
approvals and a financing acceptable to Redbox and Trout Lake in such amount as
to satisfy the valuation and sponsorship requirements of the Exchange. There can
be no assurance that the Proposed Transaction will be completed on the terms
proposed above or at all.


The Resulting Issuer

It is estimated that there will be approximately 48.4 million common shares of
the Resulting Issuer issued and outstanding immediately following closing of the
Proposed Transaction consisting of: (i) the 5.5 million shares of Walmer
currently issued and outstanding and assuming the exercise of all outstanding
options to acquire shares of Walmer; (ii) approximately 12.45 million shares
issued to RedBox, as part of the Proposed Transaction, at a deemed price per
share of $0.20 for total deemed consideration of $2.49 million; (iii)
approximately 10.45 million shares issued to Trout Lake, as part of the Proposed
Transaction, at a deemed price of $0.20 for total deemed consideration of $2.09
million; and (iv) approximately 20.0 million common shares of the Resulting
Issuer as a result of completion of the Financing assuming the full $4.0 million
of financing at a price of $0.20. The deemed transaction size is therefore
approximately $4.58 million, before giving effect to the Financing.


In addition to the foregoing, additional shares of the Resulting Issuer will be
issuable pursuant to the exercise of incentive stock options to be granted to
incoming directors and officers, as set out below.


Insiders and Board of Directors of the Resulting Issuer 

Upon completion of the Proposed Transaction, management and the board of
directors of Walmer will remain and will be augmented by the addition of
Redbox's management: Raffi Azadian who will become President of Walmer, and up
to four Directors nominated by Redbox and Trout Lake. 


Each of Trout Lake and RedBox is expected to own more than 10% of the shares of
the Resulting Issuer after giving effect to the Proposed Transaction, subject to
the number of securities which may be issued and sold as part of the Financing.
In addition, the directors and officers of Walmer outlined in this Press Release
will become insiders of the Resulting Issuer. 


All of the current shareholders of RedBox and Trout Lake act at arm's length to
Walmer and all of the current shareholders of Walmer act at arm's length to
RedBox and Trout Lake.


Grant of Additional Stock Options

As part of the Proposed Transaction or shortly thereafter, it is anticipated
that the Resulting Issuer will issue additional incentive stock options (the
"Additional Stock Options") to the incoming directors and officers, at an
exercise price equal to the price of the securities issued under the Financing
or otherwise priced in accordance with the policies of the Exchange. The terms
and conditions of the Additional Stock Options will be determined by the Board
of Directors of the Resulting Issuer in accordance with the Resulting Issuer's
stock option plan, but, together with the 500,000 options presently outstanding
to Walmer Directors, will not exceed 10% of the issued and outstanding shares of
the Resulting Issuer, post-completion of the Proposed Transaction. 


Sponsorship of the Qualifying Transaction

Sponsorship of a "Qualifying Transaction" of a CPC is required by the Exchange
unless exempt therefrom in accordance with the Exchange's policies. Given the
size and nature of the Proposed Transaction, including the amount of the
Financing, Walmer intends to apply for an exemption from the sponsorship
requirements pursuant to the policies of the Exchange. There is no assurance
that such an exemption will be granted. 


Walmer will prepare and disseminate a subsequent Press Release of information
regarding summary financial information on BBC and RedBox, the specifics and
mechanics of the Financing (including the minimum amount that must be raised
pursuant to the Financing) and background information on proposed directors and
officers of the Resulting Issuer. 


About Walmer Capital Corp.: Walmer is a CPC that completed its initial public
offering and obtained a listing on the Exchange in May, 2012 (Trading Symbol:
"WAL.P"). Prior to entering into the LOI, Walmer did not carry on any active
business activity other than reviewing potential transactions that would qualify
as Walmer's Qualifying Transaction. 


Cautionary Note

As noted above, completion of the Proposed Transaction is subject to a number of
conditions including, without limitation, approval of the Exchange, approval of
the shareholders of RedBox and Trout Lake and completion of the Financing. Where
applicable, the Proposed Transaction cannot close until the required approvals
have been obtained. There can be no assurance that the Proposed Transaction will
be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the continuous disclosure
document containing full, true and plain disclosure regarding the Proposed
Transaction, required to be filed with the securities regulatory authorities
having jurisdiction over the affairs of the Company, any information released or
received with respect to the Proposed Transaction may not be accurate or
complete and should not be relied upon. The trading in the securities of Walmer
on the Exchange should be considered highly speculative. 


ON BEHALF OF THE BOARD OF DIRECTORS: 

Jay Richardson, Chief Executive Officer and Chief Financial Officer and Director

This press release contains forward-looking information. More particularly, this
press release contains statements concerning the prospective Qualifying
Transaction of the Company. The information about the Redbox, Trout Lake and BBC
contained in the press release has not been independently verified by the
Company. Although the Company believes in light of the experience of its
officers and directors, current conditions and expected future developments and
other factors that have been considered appropriate that the expectations
reflected in this forward-looking information are reasonable, undue reliance
should not be placed on them because the Company can give no assurance that they
will prove to be correct. Forward-looking information involves known and unknown
risks, uncertainties, assumptions (including, but not limited to, assumptions on
the performance and financial results of the Redbox, Trout Lake and BBC) and
other factors that may cause actual results or events to differ materially from
those anticipated in such forward-looking information. The terms and conditions
of the prospective Qualifying Transaction may change based on the Company's due
diligence on the respective companies and properties of Redbox, Trout Lake and
BBC the entering into a binding agreement for the Qualifying Transaction and the
Proposed Transaction, the success of the Financing, regulatory and third party
comments, consents and approvals and the ability to meet the conditions of the
Qualifying Transaction in the required timeframes. The forward-looking
statements contained in this press release are made as of the date hereof and
the Company undertakes no obligations to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.


Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all. 


This press release is not an offer of the securities for sale in the United
States. The securities have not been registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful.


Investors are cautioned that, except as disclosed in the management information
circular, filing statement or other continuous disclosure document to be
prepared in connection with the Proposed Transaction, any information released
or received with respect to the Proposed 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. 


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Proposed Transaction and has neither approved nor disapproved the contents of
this press release.


Neither the 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 press release. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Walmer Capital Corp.
Jay Richardson
Chief Executive Officer and Chief Financial Officer
and Director
Toronto Office: 416-410-JAYR (5297)
[e-mail]