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Gatorz Inc. Purchases XRyderz and No Fear Retail Chains

SAN DIEGO, CALIFORNIA--(Marketwired - Apr 10, 2013) - Gatorz Inc. (TSX VENTURE:GTZ) ("Gatorz" or the "Company") today announced that it has entered into an agreement dated April 4, 2013 to purchase of 98% all of the outstanding shares of Ryderz Compound, Inc. ("Ryderz"). Ryderz currently operates a chain of 34 retail stores in the United States under the XRyderz or No Fear store banners.

Gatorz purchased Ryderz on the following terms:

(a) Gatorz purchased all of the outstanding common shares of Ryderz for US$1.00;
(b) Gatorz purchased all of the outstanding preference shares in consideration for:
(i) US$500,000 payable through the issuance of a promissory note which bears interest at a rate of 10% per annum, payable in arrears, and which is due two years following the completion of the acquisition;
(ii) the grant of options to acquire up to 150,000 common shares of Gatorz at a price of $.10 per share for a period of five years;
(iii) Ryderz entering into a services and supply agreement with one of the vendors of the preference shares for a minimum term of 36 months; and
(iv) Payment by Ryderz of $200,000 to one of the vendors in satisfaction of monies previously owing by Ryderz to that vendor and the issuance to that vendor of a promissory note in the principal amount of $1,000,000 in satisfaction of additional monies currently owing by Ryderz to that vendor, which promissory note shall bear interest a rate of LIBOR plus 1%, payable in arrears, and which shall be due two years following completion of the acquisition.

About Ryderz

Ryderz is a private company with its headquarters at 1905 Aston Avenue, Carlsbad, California. Under the brands XRyderz and No Fear, Ryderz is a retailer of action sports and casual youth lifestyle apparel and accessories targeting young adults and teens. Ryderz sells a broad range of apparel and accessories, including t-shirts, jackets, sweatshirts, jeans, walk shorts, board shorts, eyewear, bags and watches, complemented by a selection of motocross, scooter and BMX accessories, toys and gifts. Ryderz licenses the Fearless brand for sale in their retail stores and on the web. The Company also sells apparel and accessories consistent with its lifestyle focus from leading third party vendors including Oradd, Fox, Famous, Fatal, Spy Optic, Oakley and Gatorz. The primary customers are young males, with the men's category accounting for 70% of sales in fiscal 2012 while women's and youth make up 15% and 5% of sales, respectively. As of January 31, 2013, Ryderz operated 34 retail stores in five states, including California, Nevada, Arizona, Oregon and Hawaii. Additionally, the Company operates an e-commerce platform under the brand name XRyderz. Ryderz had revenues in fiscal 2012 of $19 million, with assets of $3.9 million and liabilities of $6.3 million.

Available Significant Financial Information on Ryderz

The following present selected financial statement information on the financial condition and results of operations for Ryderz. Such information is derived from the financial statements, containing a review engagement report, of Ryderz for the six and a half month period ending from date of incorporation to January 31, 2012 and the internal management prepared financial statements for the year ended January 31, 2013.

12 months 6.5 months
Jan 31/13 Jan 31/12
Sales, net 19,181,397 10,919,602
Cost of sales 18,860,819 9,495,570
Gross profit 320,578 1,424,032
Selling general and administrative 3,201,266 2,023,466
Loss from operations (2,880,688 ) (599,434 )
Interest & other expenses 344,648 70,817
Pretax income (3,225,336 ) (670,251 )
Tax expense 1,135
Net Income (3,226,471 ) (670,251 )
As at Jan 31/13 Jan 31/12
Cash 75,370 36,585
Inventory 1,949,290 2,661,152
Other current assets 280,826 570,740
Long term assets 1,673,703 1,333,619
Total Assets 3,979,189 4,602,096
Current liabilities 5,017,148 2,439,911
Long term liabilities 1,056,339 1,087,589
Shareholder equity (2,094,298 ) 1,074,596
Total liabilities and shareholder equity 3,979,189 4,602,096

During the due diligence process and based on discussions with Ryderz management, more than $1.2 million in one-time non-recurring costs were identified and included in the net income for the period ended January 31, 2013.

Concurrent Financing

Gatorz also today announced that it has received a loan from Kloiber Holdings, LLC ("Kloiber") pursuant to which Kloiber has agreed to loan to Gatorz US$1.5 million which loan shall bear interest at a rate of 12% per annum and shall be repayable in full, together with all accrued interest, in three years.

Gatorz intends to use the proceeds of this loan to re-brand additional stores to the XRyderz brand, open new stores and for general working capital purposes.

Mike DiAnna, President & Chairman of the Board of Gatorz stated: The acquisition of Ryderz Compound represents the next step in our strategic plan to build a leading action sports retail business footprint in the United States and strengthen our foundation for future brand development globally. With the combined organization culture and operating philosophies, this gives us great confidence we can successfully leverage our expertise to selectively expand a broad offering of authentic brands and products in a gratifying retail experience, while offering superior customer service.

"Ryderz Compound is well positioned in several important states in the West. This acquisition provides the Company with an immediate presence and market share in a key region of the United States," said Robert Reynolds, CEO of Gatorz. "Ryderz has done a terrific job in servicing the Action Sports market and we look to continue on expounding on the existing offering and growing our retail presence in other key regions."

About Gatorz

Gatorz (www.gatorz.com) designs, develops, manufactures, and distributes performance eyewear crafted from 7075 billet aircraft aluminum, along with a premium injection-molded Italian frame line. Gatorz precision-built aluminum eyewear is proudly made in the USA, offering superior craftsmanship, performance and durability. Gatorz proprietary technologies include the ability to customize the frame to the wearer's specific facial features. In addition, the Company's lens technology, TruRay Optics, offers a comprehensive assortment of ballistic impact lenses which are 100% UVA/UVB-blocking, optically correct and distortion-free. Gatorz's distribution markets include, motorsports, skydiving, military, motorcycle enthusiast, hunting & fishing, action sports, and youth lifestyle markets.

About Ryderz

Ryderz owns and operates 34 retail stores and an e-commerce platform selling to the action sports community. Ryderz purchased 34 No Fear retails stores at auction in July 2011 and have been converting the stores to our new brand XRyderz. The stores sell apparel, accessories and shoes to the action sports community with a moto heritage but including skate, bmx and street brands and consumers.

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. 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.