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Marketwire  07/14/2014 4:24 PM ET
Coast Wholesale Appliances Inc. Announces Arrangement Agreement for a Subsequent Acquisition Transaction

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/14/14 -- Coast Wholesale Appliances Inc. (TSX: CWA) ("Coast") announced today that it has entered into an arrangement agreement with CWAL Investments Ltd. ("CWAL") to implement a subsequent acquisition transaction (the "Transaction") pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the "CBCA").

On March 12, 2014, CWAL formally commenced a take-over bid to acquire all of the outstanding common shares of Coast not beneficially owned by CWAL and its joint actors. Under the terms of the take-over bid, as amended on April 16, 2014, CWAL offered to acquire all of the outstanding common shares of Coast not beneficially owned by CWAL and its joint actors at a price of $4.65 per share (the "Offer"). On June 20, 2014, CWAL announced the expiration of the Offer. Under the Offer, CWAL acquired a total of 4,432,233 common shares of Coast representing approximately 44.2% of the outstanding common shares of Coast. Together with the common shares held prior to commencement of the Offer, CWAL and its joint actors now hold 8,101,732 common shares of Coast, representing approximately 80.7% of the outstanding common shares of Coast.

Pursuant to the Transaction, CWAL intends to acquire all of the remaining common shares of Coast not tendered to the Offer. The consideration payable under the Transaction will be identical to the consideration under the Offer. The Transaction is subject to customary commercial conditions such as the receipt of regulatory approvals.

Coast will hold a special meeting of shareholders on August 21, 2014 (the "Meeting") for the purpose of considering and, if deemed advisable, passing a special resolution (the "Arrangement Resolution") to approve the Transaction, pursuant to which the holders of common shares of Coast will receive cash consideration of $4.65 for each share held. The Transaction must be approved at the Meeting by: (i) not less than two-thirds of the votes cast by holders of common shares of Coast as at July 21, 2014 (the "Record Date"); and (ii) a majority of the votes cast by holders of common shares of Coast as at the Record Date, after excluding votes cast in respect of common shares of Coast held by CWAL and its joint actors at the commencement of the Offer.

CWAL has advised Coast that it will cause all common shares owned, directly or indirectly, by it to be voted in favour of the Arrangement Resolution. Based on the number of common shares of Coast acquired by CWAL under the Offer, CWAL owns sufficient common shares of Coast to pass the Arrangement Resolution without the support of any other shareholders of Coast.

Upon completion of the Transaction, Coast will apply to delist its common shares from the Toronto Stock Exchange and intends to voluntarily surrender its reporting issuer status or apply to the relevant Canadian securities regulatory authorities for an order declaring Coast to no longer be a reporting issuer.

A management information circular for the Meeting outlining the details of the Transaction is expected to be mailed to Coast's shareholders later in July and will also be available on SEDAR (www.sedar.com).

Forward-Looking Statements and Information

Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such statements and information include statements regarding the expectation and beliefs of management and appear in a number of places and often can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements

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