[Dinan540]

Hello all,

FYI.....Dinan is being sold!!

Canfe Ventures Announces Agreement in Principle with Dinan Engineering and its Shareholders
Fri Aug 29, 2008 9:25am EDT
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Canfe Ventures Announces Agreement in Principle with Dinan Engineering and its
Shareholders

VANCOUVER, Aug. 29 /PRNewswire-FirstCall/ - Canfe Ventures Ltd. ("Canfe")
(TSX-V:FEY.P), a capital pool company as defined under Policy 2.4 of the TSX
Venture Exchange (the "TSX-V"), is pleased to announce that it has entered
into an agreement dated August 28, 2008, (the "Letter Agreement"), for the
arm's length acquisition of 100% of the shares of common stock of Dinan
Engineering, Inc. ("Dinan"), a company incorporated under the laws of
California, USA. Stephen J. Dinan and Janice Dinan, both residents of
California, and Canaccord Capital Corporation will be the vendors of the Dinan
shares. This transaction is intended to qualify as Canfe's "Qualifying
Transaction" under TSX-V Policy 2.4.
Pursuant to the Letter Agreement, Canfe will acquire all of the issued and
outstanding shares of Dinan in consideration for securities of Canfe
consisting of common shares (the "Canfe Shares") and other securities
convertible or exercisable into Canfe Shares so that if converted or exercised
on closing, the shareholders of Dinan would hold in the aggregate 53,343,333
common shares in the capital of Canfe at a deemed price of $0.50 per Canfe
Share for a total deemed value of $26,671,667. The proposed business
combination with Dinan (the "Proposed Transaction"), when completed, is
intended to enable Canfe to qualify as a Tier 1 Technology/Industrial Issuer
on the TSX-V.
Dinan, a private company located in Morgan Hill, California, USA, was founded
in 1979. Dinan's software division develops performance enhancing software for
BMW engine management and other control systems, as well as the tools
necessary for BMW dealers to efficiently install the software. In addition,
the company designs, manufactures and markets an extensive line of high
performance products and systems for cars manufactured by BMW. Unique to
Dinan, through a 10 year relationship with BMW North America, Dinan products
carry an identical warranty to that offered by BMW North America. Dinan
products are distributed through a North American network of 143 authorized
Dinan BMW performance centers, offering professional sales, installation and
after sales support.
Dinan has been featured in over 70 road tests and 11 cover stories in the
automotive press. For more detailed information about Dinan see:
www.dinancars.com/bmw/press
Based on audited financial statements for the fiscal year ended December 31,
2007, Dinan had gross revenues of $9,151,079, gross margin of $5,161,176 and
total expenses of $6,284,954, resulting in a net loss of $1,123,778. As at
December 31, 2007, Dinan had a working capital deficiency of $450,929, total
assets of $5,060,326 and total liabilities of $5,511,255 (of which $2,332,870
were current liabilities).
According to unaudited management prepared financial statements for the six
months ended June 30, 2008, Dinan had gross revenues of $7,056,766, gross
margin of $4,914,074, and total expenses of $4,573,010, resulting in a net
profit of $161,819. As at June 30, 2008, Dinan had total assets of $5,692,070
and total liabilities of $6,438,376 (of which $2,918,694 were current
liabilities).
Canfe anticipates that it will complete a financing transaction concurrent
with the Proposed Transaction. The securities contemplated to be issued in
such concurrent financing have not been and will not be registered under the
Securities Act of 1933, as amended, or any state securities laws, and the
securities may not be offered or sold in the United States absent registration
or an applicable exemption from such registration. This press release does not
constitute an offer of securities.
The Letter Agreement will be superceded by a definitive agreement to be
negotiated between the parties. The parties have agreed to use their
commercially reasonable efforts to complete the Proposed Transaction by
November 30, 2008. Completion of the Proposed Transaction is subject to
certain conditions, including the completion of a concurrent financing, the
completion of any necessary regulatory approvals in respect of the Proposed
Transaction, a change of Canfe's name to "Dinan Engineering Corporation" or
such other name as the parties may agree and which may be acceptable to the
relevant regulatory authorities, the election/appointment of new board members
of Canfe, the adoption by Canfe's shareholders of a 10% rolling stock option
plan, a valuation supporting the value of Dinan if required by the TSX-V, the
satisfactory completion by each party of their respective due diligence
investigations, and such other closing conditions as may be specified in the
Definitive Agreement. Shareholder approval of the Proposed Transaction is not
expected to be required by the TSX-V.
Pursuant to the Letter Agreement, upon completion of the Proposed Transaction
the board of directors of Canfe will consist of five directors, of which four
directors will be nominees of Dinan and one director will be the nominee of
Canfe. The officers of Canfe upon the completion of the Proposed Transaction
include:

Stephen J. Dinan - President and Chief Executive Officer
Jeffery Lutjens - VP Sales and Marketing
Matt Overman - VP Retail Dealer Development


Their backgrounds are as follows:

Stephen J. Dinan

Stephen Dinan founded Dinan in 1979 and is currently its President and Chief
Executive Officer. He has 40 years of experience in the automotive engineering
business, and has specialized in BMWs for 31 of those years. Mr. Dinan also
designs BMW engines for professional racing applications.

Jeff Lutjens

Jeff Lutjens is the current Vice President of Sales and Marketing for Dinan.
He has worked in Dinan's sales department for the past two years, and has more
than 22 years of experience in the marketing and printing industry. Mr.
Lutjens attended San Diego State University with a focus on marketing and
business management.

Matt Overman

Matt Overman is Dinan's Vice President of Retail Dealer Development. He has
over 18 years of experience in the automotive industry.

All information contained in this press release with respect to Dinan, Stephen
J. Dinan, Jeffery Lutjens and Matt Overman was supplied by management of
Dinan.
Completion of the Proposed Transaction is subject to a number of conditions,
including but not limited to TSX-V acceptance. Where applicable, the Proposed
Transaction cannot close until any required shareholder approvals are
obtained. There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
Proposed Transaction, any information released or received with respect to the
Proposed Transaction may not be accurate or complete and should not be relied
upon. Trading in the securities of Canfe should be considered highly
speculative.

The TSX Venture Exchange has in no way passed upon the merits of the
Proposed Transaction and has neither approved nor disapproved the
contents of this press release.


Trading of the common shares of Canfe has been halted in connection with the
dissemination of this press release, and will recommence at such time as the
TSX-V may determine, having regard to the completion of certain requirements
pursuant to TSX-V Policy 2.4.

On behalf of Canfe Ventures Ltd.

"Robert Bick"

Robert Bick
President & CEO


This press release contains forward-looking statements about Canfe Ventures
Ltd. and Dinan Engineering, Inc., (collectively referred to as the "resulting
issuer") their respective businesses and future plans, including the planned
acquisition, Concurrent Financing and proposed business. Forward-looking
statements are statements that are not historical facts and include the nature
of the Qualifying Transaction, deemed value of securities anticipated to be
issued to Dinan shareholders, Tier 1 listing on the TSX-Venture Exchange, the
proposed concurrent financing, available exemptions for sponsorships and
timing of the proposed transactions. The forward-looking statements in this
press release are subject to various risks, uncertainties and other factors
that could cause the resulting issuer's actual results or achievements to
differ materially from those expressed in or implied by forward-looking
statements. These risks, uncertainties and other factors include, without
limitation, uncertainty as to resulting issuer's ability to achieve the goals
and satisfy the assumptions of management; uncertainties as to the
availability and cost of financing; the risk that development projects will
not be completed successfully or in a timely manner; uncertainty as to the
demand for the resulting issuer's products and the resulting issuer's ability
to meet such demand; the effect of fluctuating energy prices on the Dinan
business; general economic factors and other factors that may be beyond the
control of the parties. Forward-looking statements are based on the beliefs,
opinions and expectations of the management of Canfe Ventures Ltd. and Dinan
Engineering, Inc., at the time they are made, and Canfe Ventures Ltd. does not
assume any obligation to update its forward-looking statements if those
beliefs, opinions or expectations, or other circumstances, should change.

SOURCE Canfe Ventures Ltd.

Robert Bick, President & CEO, Canfe Ventures Ltd., (604) 688-9588

[OBI_agent]

Is this bad news or good news?

[billspreston]

Very interesting. I would imagine this is a good thing as Steve Dinan is remaining President & CEO of the "new" company "Dinan Engineering Corporation". Hopefully this is an attempt to grow the company further.

[shragon]

interesting news.

this is from http://www.dinancars.com/bmw/investors:

NEWS RELEASE
Dinan is Going Public!

Canfe Ventures Announces Agreement in Principle with Dinan Engineering and its Shareholders



VANCOUVER, BRITISH COLUMBIA – August 29, 2008 – Canfe Ventures Ltd. ("Canfe") (TSX-V:FEY.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce that it has entered into an agreement dated August 28, 2008, (the "Letter Agreement"), for the arm's length acquisition of 100% of the shares of common stock of Dinan Engineering, Inc. ("Dinan"), a company incorporated under the laws of California, USA. Stephen J. Dinan and Janice Dinan, both residents of California, and Canaccord Capital Corporation will be the vendors of the Dinan shares. This transaction is intended to qualify as Canfe’s "Qualifying Transaction" under TSX-V Policy 2.4.



Pursuant to the Letter Agreement, Canfe will acquire all of the issued and outstanding shares of Dinan in consideration for securities of Canfe consisting of common shares (the “Canfe Shares”) and other securities convertible or exercisable into Canfe Shares so that if converted or exercised on closing, the shareholders of Dinan would hold in the aggregate 53,343,333 common shares in the capital of Canfe at a deemed price of $0.50 per Canfe Share for a total deemed value of $26,671,667. The proposed business combination with Dinan (the "Proposed Transaction"), when completed, is intended to enable Canfe to qualify as a Tier 1 Technology/Industrial Issuer on the TSX-V.



Dinan, a private company located in Morgan Hill, California, USA, was founded in 1979. Dinan’s software division develops performance enhancing software for BMW engine management and other control systems, as well as the tools necessary for BMW dealers to efficiently install the software. In addition, the company designs, manufactures and markets an extensive line of high performance products and systems for cars manufactured by BMW. Unique to Dinan, through a 10 year relationship with BMW North America, Dinan products carry an identical warranty to that offered by BMW North America. Dinan products are distributed through a North American network of 143 authorized Dinan BMW performance centers, offering professional sales, installation and after sales support.



Dinan has been featured in over 70 road tests and 11 cover stories in the automotive press. For more detailed information about Dinan see: www.dinancars.com/bmw/press



Based on audited financial statements for the fiscal year ended December 31, 2007, Dinan had gross revenues of $9,151,079, gross margin of $5,161,176 and total expenses of $6,284,954, resulting in a net loss of $1,123,778. As at December 31, 2007, Dinan had a working capital deficiency of $450,929, total assets of $5,060,326 and total liabilities of $5,511,255 (of which $2,332,870 were current liabilities).



According to unaudited management prepared financial statements for the six months ended June 30, 2008, Dinan had gross revenues of $7,056,766, gross margin of $4,914,074, and total expenses of $4,573,010, resulting in a net profit of $161,819. As at June 30, 2008, Dinan had total assets of $5,692,070 and total liabilities of $6,438,376 (of which $2,918,694 were current liabilities).



Canfe anticipates that it will complete a financing transaction concurrent with the Proposed Transaction. The securities contemplated to be issued in such concurrent financing have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from such registration. This press release does not constitute an offer of securities.




The Letter Agreement will be superceded by a definitive agreement to be negotiated between the parties. The parties have agreed to use their commercially reasonable efforts to complete the Proposed Transaction by November 30, 2008. Completion of the Proposed Transaction is subject to certain conditions, including the completion of a concurrent financing, the completion of any necessary regulatory approvals in respect of the Proposed Transaction, a change of Canfe’s name to “Dinan Engineering Corporation” or such other name as the parties may agree and which may be acceptable to the relevant regulatory authorities, the election/appointment of new board members of Canfe, the adoption by Canfe’s shareholders of a 10% rolling stock option plan, a valuation supporting the value of Dinan if required by the TSX-V, the satisfactory completion by each party of their respective due diligence investigations, and such other closing conditions as may be specified in the Definitive Agreement. Shareholder approval of the Proposed Transaction is not expected to be required by the TSX-V.



Pursuant to the Letter Agreement, upon completion of the Proposed Transaction the board of directors of Canfe will consist of five directors, of which four directors will be nominees of Dinan and one director will be the nominee of Canfe. The officers of Canfe upon the completion of the Proposed Transaction include:



Stephen J. Dinan – President and Chief Executive Officer
Jeffery Lutjens – VP Sales and Marketing
Matt Overman – VP Retail Dealer Development



Their backgrounds are as follows:

Stephen J. Dinan
Stephen Dinan founded Dinan in 1979 and is currently its President and Chief Executive Officer. He has 40 years of experience in the automotive engineering business, and has specialized in BMWs for 31 of those years. Mr. Dinan also designs BMW engines for professional racing applications.



Jeff Lutjens
Jeff Lutjens is the current Vice President of Sales and Marketing for Dinan. He has worked in Dinan’s sales department for the past two years, and has more than 22 years of experience in the marketing and printing industry. Mr. Lutjens attended San Diego State University with a focus on marketing and business management.



Matt Overman
Matt Overman is Dinan’s Vice President of Retail Dealer Development. He has over 18 years of experience in the automotive industry.



All information contained in this press release with respect to Dinan, Stephen J. Dinan, Jeffery Lutjens and Matt Overman was supplied by management of Dinan.



Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSX-V acceptance. Where applicable, the Proposed Transaction cannot close until any required shareholder approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.



Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Canfe should be considered highly speculative.



The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.



Trading of the common shares of Canfe has been halted in connection with the dissemination of this press release, and will recommence at such time as the TSX-V may determine, having regard to the completion of certain requirements pursuant to TSX-V Policy 2.4.



On behalf of Canfe Ventures Ltd.


”Robert Bick”


Robert Bick
President & CEO


For information contact Jan Dinan at 800-341-5480 or 408-779-8584. You may also inquire via email at investor@dinancars.com.



This press release contains forward-looking statements about Canfe Ventures Ltd. and Dinan Engineering, Inc., (collectively referred to as the “resulting issuer”) their respective businesses and future plans, including the planned acquisition, Concurrent Financing and proposed business. Forward-looking statements are statements that are not historical facts and include the nature of the Qualifying Transaction, deemed value of securities anticipated to be issued to Dinan shareholders, Tier 1 listing on the TSX-Venture Exchange, the proposed concurrent financing, available exemptions for sponsorships and timing of the proposed transactions. The forward-looking statements in this press release are subject to various risks, uncertainties and other factors that could cause the resulting issuer’s actual results or achievements to differ materially from those expressed in or implied by forward-looking statements. These risks, uncertainties and other factors include, without limitation, uncertainty as to resulting issuer’s ability to achieve the goals and satisfy the assumptions of management; uncertainties as to the availability and cost of financing; the risk that development projects will not be completed successfully or in a timely manner; uncertainty as to the demand for the resulting issuer’s products and the resulting issuer’s ability to meet such demand; the effect of fluctuating energy prices on the Dinan business; general economic factors and other factors that may be beyond the control of the parties. Forward-looking statements are based on the beliefs, opinions and expectations of the management of Canfe Ventures Ltd. and Dinan Engineering, Inc., at the time they are made, and Canfe Ventures Ltd. does not assume any obligation to update its forward-looking statements if those beliefs, opinions or expectations, or other circumstances, should change.

[Dinan540]

My initial impression was positive. A new influx of capital would really help to strengthen the company and improve their R&D efforts. But I wonder how it will affect their relationship w/ Munich and how that relationship will affect their warranty going forward.

[retrodrive]

WTF are those guys thinking? BMW is starting to push their own performance line and sooner or later they might start kicking Dinan out of their dealerships. There is no relationship between Dinan and BMW at this point.

Furthermore, BMW is making their ECUs more and more complex. I even see Jim Conforti struggling with his software for the new ECUs. Dinan has also been making a lot of revisions of their software fighting all the little updates that BMW throws against the tuners. It is an uphill battle. Unless that hedge fund plans on doing something entirely different with the company and its name, it is a stupid move on their part.

I would never go public in this market either.