Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc. Announce $57 Million Investment Agreements

NEW YORK, Oct. 8, 2014 /PRNewswire/ -- Twinlab Consolidated Holdings, Inc. ("TLCC" or the "Company") and Capstone Financial Group, Inc. ("CAPP" or "Capstone") filed Form 8-Ks with the SEC on Monday, October 6 to announce their entry into agreements providing for the investment by Capstone of up to $57 million into TLCC. Effective as of September 30, 2014, TLCC and CAPP entered into a Common Stock Put Agreement, pursuant to which TLCC issued a Series A Warrant to Capstone through which Capstone agreed to acquire $40 million of TLCC Common Stock over the 3-year term of the Warrant, at a cumulative investment rate of no less than $1,111,110 per month, beginning November 15, 2014. TLCC also issued a 3-year Series B Warrant to Capstone allowing Capstone to invest an additional $17 million in the Company.

"We are proud to announce this significant financial commitment by Capstone Financial Group," remarked TLCC CEO Tom Tolworthy. "This investment represents another measurable milestone for our company following our management-led buyout. We believe Capstone's confidence in our vision of creating accretive value from within our industry is evidenced by its willingness to invest in TLCC as an employee-owned leader in the health and wellness space," said Tolworthy.

"We see TLCC as a sizable opportunity for us to firmly plant roots in the wellness industry through a company that has founded and led the health supplement space for almost 50 years with core brands like Twinlab and Alvita," remarked George Schneider, Capstone's president and chief investment officer. "Our investment in Tolworthy and his team represents strong confidence in their ability to execute the business plan and create new value following their incredible turnaround and restructuring," said Schneider.

"We believe in this industry and its 25 years of compounded growth," said Darin Pastor, Capstone's CEO, "and we are excited to be included in Tom's vision for Twinlab and TLCC."

"This is a huge day for our employees and the customers and shareholders of TLCC," said Tolworthy. "We now have the investor commitment to provide funding to properly capitalize the company for the first time in more than a decade, which represents a profound and unique opportunity for our company. We are well positioned to take full advantage of the privilege that has been granted by Capstone. Watch what we do with the next 50 years."

For further information, please see the Form 8-Ks filed by TLCC and CAPP, respectively, at:
http://www.sec.gov/Archives/edgar/data/1590695/000114420414059725/v390810_8k.htm and
http://www.sec.gov/Archives/edgar/data/1558432/000107704814000234/capp8k.htm

About Twinlab Consolidated Holdings, Inc.
Twinlab Consolidated Holdings Inc., is the parent holding company of Twinlab Consolidation Corporation ("TCC"), an industry-focused health and wellness company committed to developing top brands. An employee-owned company, TLCC aligns the interest of all stakeholders and has a portfolio of products that are made in America using the finest ingredients from around the world. In addition to its namesake brand, Twinlab®, established in 1968, TLCC, through TCC and its subsidiaries, also manufactures and sells other well-known category leaders including the Metabolife® line of diet and energy products; the Twinlab® Fuel line of sports supplement products; Alvita® teas, established in 1922 as a single-herb tea line; Trigosamine® joint support products as well other health and wellness brands. Twinlab's manufacturing facility in American Fork, Utah is an NSF GMP and NSF GMP for Sport certified facility. Visit www.twinlab.com for more information.

About Capstone Financial Group, Inc.
Founded in 2013 by Chairman and Chief Executive Officer Darin Pastor, Capstone Financial Group, Inc. is an exclusive holding company with executive offices in Irvine, Calif. Capstone uses its own capital to acquire the outstanding stock of other companies, working closely and constructively with the management and boards of those companies, and aiming to significantly enhance their long-term earnings power and thus increase shareholder value. Capstone will also actively trade in its strategic investment positions and will enter into private securities transactions with those positions to capitalize on price fluctuations and realize profits or minimize losses. For more information, visit www.capstonefinancialgroupinc.com.

Forward-Looking Statement: The statements in this press release, such as "creating accretive value," "the investment … of up to $57 Million", and "funding to properly capitalize the Company", and any implied or perceived benefits from the investment agreements referenced herein, and any other effects resulting from any of the above, are forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, the completion and timing of the full exercise of the Series A Warrant issued to Capstone, Capstone's optional exercise of the Series B Warrant, and any other difficulties related to risks and effects of legal and administrative proceedings and governmental regulation, future financial and operational results, competition, general economic conditions, and the ability to manage and continue our growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents we file from time to time with the SEC. We undertake no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.