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Published on 4/20/2005 in the Prospect News PIPE Daily.

New Issue: Loretta plans private placement for up to C$3 million

By Sheri Kasprzak

Atlanta, April 20 - Loretta Food Group Inc. said it plans to raise up to C$3 million and at least C$1,499,958 in a private placement.

The offering includes up to 11,111,100 subscription receipts and at least 5,555,400 receipts at C$0.27 each.

The company is in talks with CPVC Tremblant Inc. for a reverse takeover.

Once the acquisition is completed, the investors of the receipts will receive one common share of Tremblant for every three receipts.

If the company does not go public within four months of the closing of the private placement, the investors will receive 0.3667 common shares in exchange for each receipt.

Dundee Securities Corp. and Raymond James Ltd. are the placement agents in the offering.

The private placement is expected to close May 27.

Based in Mississauga, Ont., Loretta Food Group is a food manufacturing holding company. It plans to use the proceeds for growth, brand positioning, marketing and working capital. Tremblant is a capital pool company.

Issuer:Loretta Food Group Inc.
Issue:Subscription receipts exchangeable for common shares
Amount:C$3 million (maximum); C$1,499,958 (minimum)
Subscription receipts:11,111,100 (maximum); 5,555,400 (minimum)
Price:C$0.27
Warrants:No
Placement agents:Dundee Securities Corp. and Raymond James Ltd.
Pricing date:April 15
Settlement date:May 27

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