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


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. ( 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 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.