SNF Sunora Foods Inc

Sunora Foods Inc. (TSX VENTURE:SNF) (formerly Thoroughbred Capital Inc.) (TSX
VENTURE:TBC.P) (the "Corporation") is pleased to announce the closing of its
previously announced qualifying transaction (the Qualifying Transaction"), as
such term is defined in the policies of the TSX Venture Exchange Inc. (the
"Exchange") as well as the change of name to Sunora Foods Inc. (the "Name
Change") all effective December 17, 2013. Information relating to the Qualifying
Transaction was initially announced on April 10, 2013 and the comprehensive
press release providing further particulars on the Qualifying Transaction was
announced on November 6, 2013 (the "Comprehensive Press Release") and the filing
statement was filed on November 28, 2013 (the "Filing Statement"); to view this
information, readers are directed to the Corporation's SEDAR profile at
www.sedar.com.


The Corporation will be filing final submissions with the Exchange in connection
with the closing of the Qualifying Transaction. Upon receiving final approval
from the Exchange, it is expected that the Corporation will be a Tier 2
Industrial Issuer and will trade under the symbol SNF. The Corporation intends
to issue a press release once the Common Shares are reinstated for trading on
the Exchange.


Qualifying Transaction

The Corporation is pleased to announce that pursuant to the securities exchange
agreement (the "Securities Exchange Agreement") dated December 17, 2013 between
the Corporation and Sunora Foods Ltd. ("Sunora"), the Corporation acquired all
of the issued and outstanding shares of Sunora, being 10,000 common shares (the
"Sunora Shares") held by the sole shareholder of Sunora on the basis of 3,000
shares in the capital of the Corporation (the "Common Shares") for each 1 Sunora
Share. 


After completion of the Qualifying Transaction and prior to the closing of the
private placement described herein, there were 36,000,000 Common Shares issued
and outstanding, of which current shareholders of the Corporation owned
6,000,000 Common Shares (16.67%) and the former Sunora shareholder owned
30,000,000 Common Shares (83.33%). Accordingly, the Qualifying Transaction
constituted a reverse asset acquisition of the Corporation for accounting
purposes.


Offering

The Corporation is pleased to announce that in connection with the Qualifying
Transaction, the Corporation raised capital through an offering for aggregate
gross proceeds of $938,150.05 (the "Offering"). The Offering was comprised of a
brokered private placement (the "Brokered Private Placement") and a non-brokered
private placement (the "Non-Brokered Private Placement") which contemplated a
minimum of $600,000 and a maximum of $1,100,000. The Offering consisted of the
issuance of units (the "Units") sold at a price of $0.15 per Unit. Each Unit was
comprised of one (1) Common Share and one (1) warrant to purchase one (1) Common
Share (the "Warrant"). Each Warrant entitles the holder to purchase one (1)
Common Share at a price of twenty-five cents ($0.25) per Sunora Share for a
period of twenty-four (24) months from the closing date of the Offering.


The Corporation retained the services of Fin-XO Securities Inc. to act as agent
(the "Agent") to assist it to complete the Brokered Private Placement pursuant
to an agency agreement among the Corporation, Sunora and the Agent dated
December 17, 2013 (the "Agency Agreement"). The Brokered Private Placement was
initially intended to raise $600,000, however subsequent to the issuance of the
Comprehensive Press Release, the Corporation and the Agent agreed, with the
consent of the Exchange, to increase the Brokered Private Placement portion of
the Offering to an amount between $600,000 and $850,000. At Closing, the
Brokered Private Placement consisted of the issuance of 4,587,667 Units for
aggregate gross proceeds of $688,150.05. 


Pursuant to the Agency Agreement, the Corporation paid the Agent a corporate
finance fee of $20,000 plus applicable taxes in addition to a marketing
commission of seven and one half percent (7.5%) of gross proceeds of the Units
sold by the Agent pursuant to the Brokered Private Placement resulting in the
payment of $51,611.25 to the Agent and issued an option to purchase Common
Shares in an amount equal to seven and one half percent (7.5%) of the Units sold
by the Agent pursuant to the Brokered Private Placement resulting in the
issuance of 344,075 options to the Agent (the "Agent's Option") exercisable at a
price of $0.15 per Common Share for a period of twenty-four (24) months from the
closing of the Offering. The Agent was also reimbursed for its expenses incurred
pursuant to the Brokered Private Placement, including legal fees.


The Corporation retained the services of a finder (the "Finder") to facilitate
the Non-Brokered Private Placement pursuant to a finder's fee agreement (the
"Finder's Fee Agreement") between the Corporation and the Finder dated October
28, 2013. The Non-Brokered Private Placement consisted of the issuance of
1,666,665 Units for aggregate gross proceeds of $250,000. 


Pursuant to the Finder's Fee Agreement, the Finder was granted an option to
purchase Common Shares in an amount equal to seven and one half percent (7.5%)
of the Units issued in the Non-Brokered Private Placement resulting in the
issuance of 124,999 options to the Finder (the "Finder's Option") exercisable at
a price of $0.15 per Common Share for a period of twenty-four (24) months from
the closing of the Offering.


The resulting number of Common Shares issued and outstanding on the completion
of the Qualifying Transaction and the Financing is 42,254,332 Common Shares.
This amount includes the 6,254,332 Common Shares issued pursuant to the
Offering, the 30,000,000 Common Shares issued pursuant to the Securities
Exchange Agreement and the 6,000,000 Common Shares outstanding prior to the
Qualifying Transaction. In addition, there are 600,000 options, 344,075 Agent's
Options, 124,999 Finder's Options and 6,254,332 warrants outstanding, which, if
exercised completely, would increase the amount of the Corporation's Common
Shares outstanding to 49,577,738.


The net proceeds of the Offering will be used by the Corporation to pay costs
associated with the Offering and the Qualifying Transaction, to finance the
business of the Corporation and for working capital and other corporate
purposes, all as disclosed in the Filing Statement.


Name Change

Concurrent with the Qualifying Transaction, the Corporation changed its name
from "Thoroughbred Capital Inc." to "Sunora Foods Inc." to more appropriately
reflect its going-forward business and operations.


Reconstruction of Board of Directors and New Officers

As part of the Qualifying Transaction, two directors (Michael Gerrior and
Lorraine Mastermith) resigned from the Board and three new directors were
appointed in their place. The directors of the Corporation now consist of Steve
Bank (Chairman of the Board), Ron Rash, James Lawson, Daniel Hilton and Michael
Inskip. The Board has appointed senior management consisting of Steve Bank
(Chief Executive Officer), Catherine Toews (Chief Financial Officer) and
Lorraine Mastersmith (Corporate Secretary). The biographies of the newly
appointed directors and officers have been previously announced and may also be
found in the Filing Statement on www.sedar.com.


Stock Options and Other Matters

No amendments have been made to the Corporation's existing stock option plan and
no options have been issued as part of the Qualifying Transaction.


The Qualifying Transaction constitutes an arm's length Qualifying Transaction,
as no party to the transaction is a "Control Person" (as defined in TSX Venture
Exchange Policy 1.1) of both the Corporation and Sunora. There was no
requirement to obtain shareholder approval of the Qualifying Transaction from
the shareholders of the Corporation, and no "Majority of the Minority"
requirements are triggered under Exchange Policy 5.9.


About Sunora Foods Inc.

Sunora was founded by Steve Bank in 1990. Over its twenty-three year history of
operations the company has grown from a small startup supplying a limited number
of Canola oil products to the Canadian and United States markets to a
consistently profitable trader in the global food oil industry. 


Although Sunora's primary trading product is Canola oil, it also trades a
variety of other food oil products, including corn oil, soybean oil, olive oil
and specialty oils (including blends of Canola with extra virgin olive oil and
organic oils) under the "Sunora" and "Sunera" brands and numerous private
labels, to customers in thirty different countries across the globe. 


Sunora buys food oils in large commercial quantities from Seed Crushers and
resells the food oils either in bulk to food oil processors or in smaller
quantities that are repackaged for customers in the retail and food services
industries around the world. Repackaging is done under the Sunora brands and
private labels.


To find out more about Sunora Foods Inc. (TSX VENTURE:SNF), visit our website at
www.sunora.com.


The Exchange has in no way passed upon the merits of the Qualifying 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.


Certain information in this press release may contain forward-looking
statements. This information is based on current expectations that are subject
to significant risks and uncertainties that are difficult to predict. Actual
results might differ materially from results suggested in any forward-looking
statements. These and all subsequent written and oral statements containing
forward-looking information are based on the estimates and opinions of
management on the dates they are made and expressly qualified in their entirety
by this notice. 


The Corporation assumes no obligation to update the forward-looking statements,
or to update the reasons why actual results could differ from those reflected in
the forward looking-statements unless and until required by securities laws
applicable to the Corporation. Readers are cautioned not to place undue reliance
on any statements of forward-looking information that speak only as of the date
of this release. Additional information identifying risks and uncertainties is
contained in the Corporation's filings with the Canadian securities regulators,
which filings are available at www.sedar.com.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Sunora Foods Inc.
Steve Bank
Chief Executive Officer
(403) 247-8300
(403) 247-8340 (FAX)
steve.bank@sunora.com
www.sunora.com

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