03/01/2013 [ACCESSWIRE] NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

March 01, 2013 – Vancouver, British Columbia. RACE CAPITAL CORP. (the “Company”) (TSX-V: RCE.P), a capital pool company, is pleased to announce that it has closed its previously announced Qualifying Transaction, consisting of the acquisition of Naturally Splendid Enterprises Ltd. (“Naturally Splendid”) and the concurrent offering of 10,000,000 common shares in the capital of Race Capital at a price of $0.175 per share pursuant to a Short Form Offering Document (the “Short Form Offering”) under the policies of the TSX Venture Exchange (the “Exchange”).

As set out in detail in the Amended and Restated Filing Statement dated February 1, 2013 filed on SEDAR (the “Filing Statement”), the Company acquired all of the issued and outstanding shares of Naturally Splendid by completing a three-cornered amalgamation. Pursuant to the three-cornered amalgamation, Naturally Splendid and a wholly-owned subsidiary of the Company amalgamated to form “Naturally Splendid Enterprises 2013 Ltd.” and, in consideration of which, the Company issued to each shareholder of Naturally Splendid approximately 0.785 common shares of the Company for an aggregate of 11,599,971 common shares of the Company (the “QT Shares”).

Concurrently with the acquisition of Naturally Splendid, the Company issued 10,000,000 common shares at a price of $0.175 per share for gross proceeds of $1,750,000 (the “Proceeds”). Canaccord Genuity Corp. (the “Agent”) acted as lead agent for the Short Form Offering. The Company paid to the Agent a cash commission equal to 10% of the Proceeds raised by the Agent and 5% of the Proceeds for shares sold pursuant to a list of purchasers provided to the Agent by the Company. The Company also granted the Agent and its sub agents non-transferable share purchase warrants entitling the Agent and its sub agents to purchase a total of 600,600 Shares at a price of $0.175 per Share until February 28, 2014. The Agent also received a corporate finance fee.

As part of the Qualifying Transaction, the Company changed its name to “Naturally Splendid Enterprises Ltd.” and its trading symbol from “RCE.P” to “NSP”. Subject to the Exchange receiving acceptable final documentation, the Company will resume trading under the symbol “NSP” on the day following the Exchange’s bulletin evidencing final acceptance of the Qualifying Transaction (the “Final Exchange Bulletin”).

Directors, Officers and Stock Options

In conjunction with closing of the Qualifying Transaction, Chuck Jenkins resigned as Chief Executive Officer and President of the Company and Livio Susin resigned as a director of the Company. To fill these vacancies, the Company appointed Craig Goodwin as Chief Executive Officer, President and a director of the Company and Frank Siemens as a director of the Company. Chuck Jenkins will remain Chief Financial Officer, Secretary and a director of the Company and Peter Hughes will continue to serve as a director of the Company.

Barry Dashner, Russ Crawford and Peter Howes will serve on an advisory committee of the Company until elected as directors at the 2013 Annual General Meeting. The Company anticipates that the annual general meeting will be held in the first half of 2013.

Following closing of the Qualifying Transaction, the Company granted stock options to purchase 2,050,000 common shares of the Company to its directors, officers and members of its advisory committee. Each stock option is exercisable at a price of $0.175 per share and expires five years from the date of the Final Exchange Bulletin.

Escrowed Shares

A total of 9,127,410 shares of the QT Shares have been placed in escrow pursuant to a value security escrow agreement dated January 9, 2013 among the Company, Olympia Trust Company and certain escrow securityholders (the “Escrow Agreement”). The terms of the release are that 10% of the securities will be released immediately upon issuance of the Final Exchange Bulletin and the balance of such securities will be released in equal tranches of 15% every six months thereafter.

In addition, following Final Exchange Bulletin, Craig Goodwin and Bryan Carson will acquire a total of 1,800,000 escrowed common shares that are subject to the CPC escrow agreement dated March 30, 2011 among the Company, Olympia Trust Company and certain escrow securityholders.

About Naturally Splendid

As a result of completing the Qualifying Transaction, the Company is now in the business of developing natural superfood product lines. The Company is currently focused on a line of hemp-based products available in a retail network of over 200 stores throughout British Columbia and into Alberta including; Save On Foods; Urban Fare; London Drugs; Marketplace IGA; and Sobeys. Naturally Splendid’s existing products consist of; premium shelled hemp seeds; hemp protein; organic hemp oil; and hemp-based supplements.

Naturally Splendid received federal and provincial funding towards the research and development of new hemp-based food products as well as for a strategic study to assess the feasibility of vertical integration. Success with these programs has opened the door to further government funding and support.

The Company is dedicated to providing the highest quality natural superfoods and delivering them to the general public in a tasty, nutritious manner.

For further information please contact:

Race Capital Corp.
Suite 605, 1166 Alberni Street
Vancouver, BC V6E 3Z3
J. Craig Goodwin, CEO
(604) 472-0902

Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties described in the Company’s Amended and Restated Filing Statement February 1, 2013 filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially form the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

NEITHER 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 RELEASE.

NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.