Wheels Group Inc. Announces Completion of Business Combination and Financing


TORONTO, ONTARIO--(Marketwire - Jan. 11, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Wheels Group Inc. ("Wheels" or the "Company"), formerly Greenfield Financial Group Inc. (TSX VENTURE:GRF), a leading North American supplier of logistics solutions, today announced completion of its previously announced business combination with Wheels Holdco Inc., Bluenose Holdings (Ontario) Inc., and Logistics Holdings International Inc. ("LHI") the ("Acquisition"). The Company has changed its name from "Greenfield Financial Group Inc." to "Wheels Group Inc." The ticker for trading of the common shares of the Company on the TSX Venture Exchange will also be changed to "WGI".

Wheels previously announced that Clarus Securities Inc. ("Clarus") and Stifel Nicolaus Canada Inc. ("Stifel") led a syndicate of agents (together, the "Agents") that completed a private placement of subscription receipts by LHI (the "Offering") for gross proceeds of approximately $15 million at a price of $1.00 per subscription receipt (the "Issue Price"). The gross proceeds of the Offering were held in escrow pending completion of the Acquisition. At closing, the net proceeds of the Offering, less $5 million for the account of certain current shareholders of Wheels, were released to Wheels.

In addition, Wheels issued an additional $3 million in common shares (approximately) pursuant to a brokered and non-brokered private placement at $1.00 per common share, for gross proceeds of $3 million, to certain employees and certain investors subscribing through registered accounts (collectively, the "Follow-On Offering"). The brokered portion of this private placement represented approximately $700,000 of the gross proceeds. All common shares issued under this brokered portion of the common share offering will be subject to a four-month hold period.

The combined proceeds to Wheels of approximately $13 million, less the commission payable to the Agents and the offering expenses, will be used by the Company to pursue growth strategies which may include an expansion of existing service lines, new services, and/or acquisitions, and to provide working capital for marketing and general operations.

"We are very excited to have completed this transaction. It marks another milestone in the Company's 24 year history," said Mr. Doug Tozer, CEO of Wheels. "Access to public financing will provide added strength for our organization to fund the expansion of our service capabilities and as well as strategic acquisitions that drive greater value for our shareholders, customers, employees, and business partners."

The Agents received a cash commission equal to 6% of the gross proceeds of the Offering and the Follow-On Offering, and compensation warrants to purchase that number of common shares of Wheels equal to (i) 6% of the subscription receipts issued pursuant to the Offering, and (ii) 6% of the common shares sold pursuant to the Follow-On Offering. The compensation warrants are exercisable at the Issue Price for a period of 24 months from the date of the closing of the Offering.

The Company anticipates its common shares will commence trading shortly on the TSX Venture Exchange (the "Exchange") as a Tier 2 issuer under its new trading symbol "WGI".

The Company's board of directors now consists of Mr. Doug Tozer, Dr. Phillip Tabbiner, Mr. Gordon Feeney, Mr. Kingsley Ward, and Mr. Gregory Cochrane. The Company's management now consists of Doug Tozer, Chief Executive Officer, Peter Jamieson, Chief Operating Officer, and Laurie Fox, Chief Financial Officer and Corporate Secretary.

Upon issuance of the final bulletin of the Exchange with respect to the Acquisition (the "Exchange Bulletin"), Wheels share capital will be comprised of the following:

87,556,568 common shares outstanding;
945,660 broker warrants outstanding;
7,426,590 Series 1A Preference Shares; and
7,977,515 options to acquire 7,977,515 common shares of the Company pursuant to the stock option plan of the Company.

Of the outstanding share capital, an aggregate of 67,795,933 common shares are held in escrow pursuant to the terms of an escrow agreement entered into among the Company, Equity Financial Trust Company (the "Escrow Agent"), as escrow agent, and certain shareholders. Such common shares shall be released, as to 10% upon the issue of the Exchange Bulletin with respect to the completion of the Acquisition, then as to an additional 20% on the date that is 6 months following the Exchange Bulletin, as to an additional 30% on the date that is 12 months following the Exchange Bulletin, and as to the remaining 40% on the date that is 18 months following the Exchange Bulletin. The foregoing numbers are percentage references to the original number of the securities deposited into escrow.

An additional 1,534,055 common shares, held by former insiders of Greenfield Financial Group Inc., are also held in escrow in compliance with the Exchange's escrow requirements. These securities are held in escrow by the Escrow Agent pursuant to an escrow agreement among Wheels, the Escrow Agent and certain shareholders. The securities subject to this escrow agreement shall be released in accordance with the requirements of the Exchange.

Additional information concerning the Acquisition may be found in the management information circular of Greenfield Financial Group Inc. dated November 8, 2011, prepared in accordance with the requirements of the Exchange and filed under the profile of the Company on SEDAR.

About Wheels

Founded in 1988, Wheels Group is a leading North American provider of third party logistics, transportation, high value fulfillment, and warehousing services. As a non-asset provider, the Company develops advanced supply chain solutions delivered through its qualified partner network of over 5,000 truck, rail, air, and ocean carriers. Wheels Group serves consumer goods, food and beverage, manufacturing, and retail clients through 20 offices throughout the U.S. and Canada. The Company operates three divisions: Wheels International, Clipper Group, and Synergex Logistics. Wheels International has been named one of Canada's 50 Best Managed Companies since 1997. Wheels Clipper has been named one of North America's Top 100 third-party logistics ("3PL"), one of the Top 100 Food 3PL's and one of the Top Five IMC's (intermodal marketing companies).

Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the future outlook of Wheels and anticipated events or results, are assumptions based on beliefs of Wheels' senior management as well as information currently available to it. While these assumptions were considered reasonable by Wheels at the time of preparation, they may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties. 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 Wheels undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS STATEMENT.

Contact Information:

Wheels Group Inc.
Patrick Marshall
(905) 647-2700
pmarshall@wheelsgroup.com
www.wheelsgroup.com