TMX group

/NOT FOR DISTRIBUTION THROUGH UNITED STATES NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

MONCTON, NB, Nov. 22, 2011 /CNW Telbec/ - Imvescor Restaurant Group Inc. ("Imvescor" or the "Company") (TSX: IRG) is pleased to announce that at a special meeting held earlier today, shareholders approved the previously announced refinancing and recapitalization transactions (the "Refinancing Transactions").

The Refinancing Transactions, which are intended to recapitalize the Company by repaying its existing 7.75% convertible extendible unsecured subordinated debentures maturing on December 31, 2011 (the "Convertible Debentures"), are comprised of:

• a private placement in the principal amount of $10,000,000 of 5-year 10% senior unsecured debentures and 5-year warrants to purchase 15,384,000 common shares in the capital of the Company ("Common Shares") at an exercise price of $0.65 per Common Share to Fairfax Financial Holdings Limited ("Fairfax");
  
  
• an offering to the Company's existing shareholders of transferable rights ("Rights") to subscribe for additional Common Shares at a price of $0.44 per Common Share for tentative gross proceeds of $15,000,000 (the "Rights Offering"); and
  
  
• should the gross proceeds from the Rights Offering amount to less than $15,000,000, a private placement of Common Shares (the "Private Placement") to Fairfax at a price of approximately $0.56 per Common Share, so that the combined gross proceeds of the Rights Offering and the Private Placement amount to $15,000,000.

Rights will be issued to shareholders of record as of November 25, 2011 and will be exercisable from December 2, 2011 to December 22, 2011.

The Company intends to mail to the holders of Convertible Debentures a notice of redemption of the Convertible Debentures, pursuant to which the principal and accrued interest of all of the Convertible Debentures will be repaid in cash.

The closing of the Refinancing Transactions is expected to occur on or about December 29, 2011 and is subject to customary conditions of closing. The Refinancing Transactions also provide a fiduciary out to the Company in the event of receipt of a proposal involving a take-over bid, merger or similar transaction.

About Imvescor Restaurant Group

Headquartered in Moncton, New Brunswick, Imvescor Restaurant Group owns franchised and corporate stores throughout Canada, under four brands: Pizza Delight® operates primarily in Atlantic Canada, where it dominates the family/mid-scale segment. Mikes® and Scores® restaurants operate primarily in Quebec in the family and casual dining segments and the take-out and delivery segments. Bâton Rouge® operates in Quebec, Ontario, and Alberta in the casual dining segment.

Cautionary Note Regarding Forward-Looking Statements

Certain information in this press release regarding the Company, including, but not limited to, the Company's business objectives, strategies and priorities, the refinancing of the Convertible Debentures, the ability to secure the approvals and consents required to proceed with the Refinancing Transactions and other statements that are not historical facts, are "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements can generally be identified by words such as "may", "should", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "outlook" and similar expressions. All such forward-looking statements are made pursuant to the "safe harbour" provisions of applicable securities laws. These statements are based on information currently available to the Company's management and on the current assumptions, intentions, plans, expectations and estimates of the management regarding the Company's future growth, results of operations, performance and opportunities as well as the economic environment in which it operates. Forward-looking statements involve known and unknown risks, uncertainties and other factors outside the Company's control. A number of factors could cause actual results of the Company to differ materially from the results discussed in the forward-looking statements, including, but not limited to: market conditions for financing, competitive conditions, whether related to new competitors or current competitors; change in the Company's or its competitors current pricing strategies; changes in demographic trends; changes in consumer preferences and discretionary spending patterns; changes in national and local business and economic conditions; risks associated with the closure of restaurants, costs associated with strategically exiting locations, the ability of the Company to pay dividends, the Company successfully offers new and innovative products and executes its strategies as planned; legislation and governmental regulation; changes in accounting policies, practices and standards; and the results of operations and financial condition of the Company and other factors referenced in the Company's continuous disclosure filings which are available on SEDAR at www.sedar.com. Although the forward-looking statements contained herein are based upon what the Company believes to be reasonable assumptions on the date of this press release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. Certain assumptions underlying the forward-looking statements contained herein include assumptions related to the Company's ability to obtain financing on conditions favorable to the Company, future cash flows, market conditions, sales estimates, estimates relating to the Company's ability to settle and exit leases. Readers should not place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this press release and, accordingly, are subject to change after such date. Forward-looking statements are provided herein for the purpose of giving information about the Company's current strategic priorities, expectations and plans, allowing investors and others to get a better understanding of the Company's business outlook and operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes. The Company assumes no obligation to update such forward-looking statements to reflect new information, future events or otherwise, except as required by applicable securities laws. Except as otherwise indicated, forward-looking statements do not reflect the potential impact of any non-recurring or other special items or of any transactions that may be announced or that may occur after the date of this press release. The financial impact of these transactions and non-recurring and other special items can be complex and depends on the facts particular to each of them. The Company therefore cannot describe the expected impact in a meaningful way or in the same way it presents known risks affecting the business. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.