Gatorz Inc. and No Fear Retail, Inc. Terminate Proposed Merger

Gatorz Announces it is Not Proceeding With the Public Offering and Will Instead Undertake a Private Placement

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

OAKVILLE, ONTARIO and CARLSBAD, CA – February 1, 2011 – (Motor Sports Newswire) – Gatorz Inc. (“Gatorz”) (TSX VENTURE:GTZ) announces that the second stage of the proposed merger with No Fear Retail, Inc. (“No Fear“) first announced on July 31, 2009 has been terminated. As a result, Gatorz will receive and return to treasury for cancellation 3,750,000 common shares of Gatorz that were previously issued to Simo Holdings, Inc. (“Simo Holdings“). Additionally, Gatorz will transfer 450,000 shares of common stock of No Fear to Simo Holdings, all pursuant to the termination provisions of the existing share exchange agreement between Gatorz and No Fear.

The proposed 8:1 stock consolidation that was approved by shareholders on June 29, 2010 will not be implemented. As a result, after giving effect to the return to treasury of 3,750,000 common shares of Gatorz, there will be 43,504,232 common shares of Gatorz issued and outstanding.

Gatorz and No Fear will continue to operate under a co-tenancy agreement along with the shared services agreement that was part of the first stage of the transaction between the parties.

As a result of the decision not to proceed with the merger, Gatorz announces that it will not be proceeding with its public offering which had been structured to raise funds in connection with the merger with No Fear. Gatorz is pleased to announce that in place of the public offering it intends to proceed with a private placement. Gatorz has commitments for the private placement and will announce details when it has been completed and approved. The private placement is subject to all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

About Gatorz

Gatorz Inc. (www.gatorz.com) designs, manufactures, and distributes performance eyewear, including sunglasses crafted from 7075 billet aluminum and from acetate. Gatorz precision built aluminum eyewear is proudly made in the USA, offering superior craftsmanship, performance and durability. Gatorz distribution markets include motorcycling and other motorsports, skydiving, military, off-road, action sports, and hunting & fishing.

FORWARD LOOKING STATEMENTS:

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. The risks going forward remain adding production capacity and the ability to meet this demand, controlling costs and sourcing ongoing funds to meet increased growth targets. Gatorz is also subject to the general economic conditions in the domestic and international markets it operates in. Gatorz 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 Gatorz.

This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of Gatorz.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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Gatorz Inc. Files Amended and Restated Prospectus and Provides Update on Proposed Acquisition of No Fear Retail Stores, Inc.

Resulting Issuer to Be Named “No Fear Holdings Inc.”

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

OAKVILLE, ONTARIO and CARLSBAD, CA – (Motor Sports Newswire) – Gatorz Inc. (“Gatorz”) (TSX VENTURE:GTZ) is pleased to announce that it has filed an amended and restated prospectus (the “Amended and Restated Prospectus“) with securities regulators in the provinces of Ontario, British Columbia, Alberta, Saskatchewan and Manitoba in connection with an offering of 2,500,000 common shares in the capital of Gatorz (each, a “Common Share“) for aggregate gross proceeds of $2,000,000 (the “Offering“). Octagon Capital Corporation is acting as agent on the Offering.

In connection with the filing of the Amended and Restated Prospectus, Gatorz also announces that it has received an amended conditional approval of the TSX Venture Exchange (the “Exchange“) as further described in the Amended and Restated Prospectus. The Offering is being undertaking in connection with its previously announced proposed business combination with No Fear Retail Stores, Inc. (“No Fear“), a private company incorporated under the laws of the State of California and controlled by Simo Holdings, Inc. (“Simo Holdings“) (collectively, the “RTO“). Completion of RTO, the Offering and the other transactions described in this press release are subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions, including, among other things, the approval of the TSX Venture Exchange.

About No Fear

No Fear Retail Stores, Inc. (www.nofear.com) is a retailer of action sports and casual youth lifestyle apparel and accessories targeting young adults and teens. No Fear sells a broad range of apparel and accessories, primarily under the No Fear and So Cal brands, including t-shirts, jackets, sweatshirts, jeans, walk shorts, board shorts, bags and watches. In addition to these proprietary brands, the company sells apparel and accessories consistent with its lifestyle focus from leading brands including FMF, Metal Mulisha, Spy Optic and SRH. As of October 31, 2010, No Fear operated 53 retail stores in seven states predominately in the south western United States, with a majority of stores in California.

About Gatorz

Gatorz Inc. (www.gatorz.com) designs, manufactures, and distributes performance eyewear, including sunglasses crafted from 7075 billet aluminum and from acetate. Gatorz precision built aluminum eyewear is proudly made in the USA, offering superior craftsmanship, performance and durability. Gatorz distribution markets include motorcycling and other motorsports, skydiving, military, off-road, action sports and hunting & fishing.

Completion of the RTO and the Offering are subject to a number of conditions, including but not limited to Exchange acceptance. There can be no assurance that the RTO or the Offering will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the RTO or the Offering may not be accurate or complete and should not be relied upon. Trading in the securities of Gatorz should be considered highly speculative.

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

Pursuant to certain provisions of the United States Internal Revenue Code, a non-U.S. corporation that acquires substantially all of the stock of a U.S. corporation in exchange for its own stock will be treated as a U.S. corporation for U.S. federal income tax purposes if certain conditions are satisfied. Gatorz believes that these conditions will be met in the transactions under the Merger Agreement. Accordingly, Gatorz intends to treat itself as a U.S. corporation for U.S. federal income tax purposes after the consummation of such transactions. Since Gatorz will be considered a U.S. resident corporation for U.S. tax purposes and a Canadian resident corporation for Canadian tax purposes, both U.S. and Canadian tax may be imposed on distributions on and dispositions of Common Shares. The availability of foreign tax credits if both countries impose tax on a Gatorz shareholder is uncertain. Each Holder is urged to consult his or her own tax advisors concerning the tax consequences of owning and disposing of Common Shares.

This release includes forward-looking statements including with regard to Gatorz, No Fear and their respective business and the completion of the transactions contemplated by the RTO and Offering. Such statements are based on management’s current expectations. The forward-looking events and circumstances discussed in this release, including completion of the RTO and Offering between the parties may not occur and actual operating results could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including, among others, risks regarding each of Gatorz’s and No Fear’s limited operating histories and histories of operating losses, dependence on key personnel, the competitive retail environment, seasonality and dependence on suppliers. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Gatorz and Simo Holdings undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of Gatorz or No Fear.

Neither the TSX Venture Exchange Inc. 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.

SOURCE: Gatorz Inc.

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Gatorz Inc. Reports 3rd Quarter Financials

OAKVILLE, ONTARIO – November 30, 2010 – (Motor Sports Newswire) – Gatorz Inc. (“Gatorz”) (TSX VENTURE:GTZ) today reported its third quarter results for the period ended September 30, 2010. The full financial results along with the MD&A can be viewed on SEDAR. The Company received conditional listing approval from the TSX Venture on November 25, 2010 and filed a revised prospectus with the Ontario Securities Commission on the same date.

Third Quarter Highlights:

• Overall revenue decreased by 13%, or $71,160, from $554,926 in the same period last year to $483,766 due to the decrease of $95,550 in sales to the travel retail segment;
• Gross profit decreased by 23%, or $68,364, from $299,664 to $231,300 and gross profit margin for the quarter was 48%, a decrease of 6% from the same period last year;
• Operating expenses decreased by $118,519 from $335,925 to $217,406 as a result of decrease in occupancy costs and salaries & wages due to the physical integration with No Fear Retail Stores, Inc (“No Fear Retail”), along with reduced sponsorships of certain athletes; and
• Net loss for the quarter was $27,742, a decrease of $40,053 from a loss $67,795 in the same period last year.

Gatorz capitalized on the synergies of its proposed merger with No Fear Retail and continues to work closely with the management of No Fear Retail to capture new revenue opportunities in the marketplace.

Nine Months Highlights:

• Overall revenue was flat year over year from $1,396,599 to $1,396,586;
• Gross profit decreased by 2%, or $15,452, from $728,195 to $712,743 and gross profit margin for the period decreased 1% to 51% from the same period last year; and
• Net loss for the period decreased by $257,189 from $312,461 in the same period last year to $55,272.

About Gatorz

Gatorz Inc. (www.gatorz.com) designs, manufactures, and distributes performance eyewear, including sunglasses crafted from 7075 billet aluminum and from acetate. Gatorz precision built aluminum eyewear is proudly made in the USA, offering superior craftsmanship, performance and durability. Gatorz distribution markets include motorcycling and other motorsports, skydiving, military, off-road, action sports, and hunting & fishing.

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. The risks going forward remain adding production capacity and the ability to meet this demand, controlling costs and sourcing ongoing funds to meet increased growth targets. Gatorz is also subject to the general economic conditions in the domestic and international markets it operates in. Gatorz Inc. 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 Gatorz Inc.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

SOURCE: Gatorz Inc.

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Gatorz Inc. Files Final Prospectus and Provides Update on Proposed Acquisition of No Fear Retail Stores, Inc.

Resulting Issuer to Be Named “No Fear Holdings Inc.”

OAKVILLE, ONTARIO and CARLSBAD, CA – November 4, 2010 – (Motor Sports Newswire) – Gatorz Inc. (“Gatorz”) (TSX VENTURE: GTZ) is pleased to announce that it has filed a final prospectus (the “Prospectus“) with securities regulators in the provinces of Ontario, British Columbia, Alberta, Saskatchewan and Manitoba in connection with an offering of up to 10,000,000 common shares in the capital of Gatorz (each, a “Common Share“) for aggregate gross proceeds of up to $8,000,000 (the “Offering“). Octagon Capital Corporation is acting as agent on the Offering.

Gatorz is also pleased to announce that it has received the conditional approval of the TSX Venture Exchange (the “Exchange“) for its previously announced proposed business combination with No Fear Retail Stores, Inc. (“No Fear“), a private company incorporated under the laws of the State of California and controlled by Simo Holdings, Inc. (“Simo Holdings“) (collectively, the “RTO“). In connection with the completion of the RTO, Gatorz will, among other things, (i) consolidate its issued and outstanding Common Shares on the basis of 8 Common Shares for each new Common Share, such that 5,906,779 Common Shares will be issued and outstanding on a non-diluted basis prior to the completion of the RTO, and (ii) change its name to “No Fear Holdings Inc.”, or such other name as may be acceptable to applicable regulatory authorities. The RTO will close immediately prior to completion of the Offering, which is anticipated to occur on or about November 17, 2010. Completion of RTO, the Offering and the other transactions described in this press release are subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions, including, among other things, the approval of the TSX Venture Exchange.

About No Fear

No Fear Retail Stores, Inc. (www.nofear.com) is a retailer of action sports and casual youth lifestyle apparel and accessories targeting young adults and teens. No Fear sells a broad range of apparel and accessories, primarily under the No Fear and So Cal brands, including t-shirts, jackets, sweatshirts, jeans, walk shorts, board shorts, bags and watches. In addition to these proprietary brands, the company sells apparel and accessories consistent with its lifestyle focus from leading brands including FMF, Metal Mulisha, Spy Optic and SRH. As of October 31, 2010, No Fear operated 53 retail stores in seven states predominately in the south western United States, with a majority of stores in California.

About Gatorz

Gatorz Inc. (www.gatorz.com) designs, manufactures, and distributes performance eyewear, including sunglasses crafted from 7075 billet aluminum and from acetate. Gatorz precision built aluminum eyewear is proudly made in the USA, offering superior craftsmanship, performance and durability. Gatorz distribution markets include motorcycling and other motorsports, skydiving, military, off-road, action sports and hunting & fishing.

Completion of the RTO and the Offering are subject to a number of conditions, including but not limited to Exchange acceptance. There can be no assurance that the RTO or the Offering will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the RTO or the Offering may not be accurate or complete and should not be relied upon. Trading in the securities of Gatorz should be considered highly speculative.

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

Pursuant to certain provisions of the United States Internal Revenue Code, a non-U.S. corporation that acquires substantially all of the stock of a U.S. corporation in exchange for its own stock will be treated as a U.S. corporation for U.S. federal income tax purposes if certain conditions are satisfied. Gatorz believes that these conditions will be met in the transactions under the Merger Agreement. Accordingly, Gatorz intends to treat itself as a U.S. corporation for U.S. federal income tax purposes after the consummation of such transactions. Since Gatorz will be considered a U.S. resident corporation for U.S. tax purposes and a Canadian resident corporation for Canadian tax purposes, both U.S. and Canadian tax may be imposed on distributions on and dispositions of Common Shares. The availability of foreign tax credits if both countries impose tax on a Gatorz shareholder is uncertain. Each Holder is urged to consult his or her own tax advisors concerning the tax consequences of owning and disposing of Common Shares.

This release includes forward-looking statements including with regard to Gatorz, No Fear and their respective business and the completion of the transactions contemplated by the RTO and Offering. Such statements are based on management’s current expectations. The forward-looking events and circumstances discussed in this release, including completion of the RTO and Offering between the parties may not occur and actual operating results could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including, among others, risks regarding each of Gatorz’s and No Fear’s limited operating histories and histories of operating losses, dependence on key personnel, the competitive retail environment, seasonality and dependence on suppliers. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Gatorz and Simo Holdings undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of Gatorz or No Fear.

Neither the TSX Venture Exchange Inc. 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.

SOURCE: Gatorz Inc.

For more information, please contact

Gatorz Inc.
Mark Di Cristofaro
Investor Relations
(905) 339.7999 ext. 224
mdicristofaro@gatorz.com
www.gatorzir.com
or
No Fear Retail Stores, Inc.
Michael Pratt
EVP, Corporate Development
(760) 930-1750
michaelpratt@nofear.com
www.nofear.com

 

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