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The Spicy Surprise: Pickle Pulls Rabbit From Hat

Good riddance to September- one of the worst months of my life professionally. What a mess. I am heartened in the knowledge that the last 4 bear markets have all died in October. I also know when a Bear ends, 30% of the losses are made up in the first 90 days.

In the midst of the worst doom and gloom and fear climate in anyone's memory, Spicy Pickle pulled a true rabbit out of its proverbial hat today and brought in a motherlode achievement.

Today, SPKL announced it has acquired Vancouver based restaurant chain Bread Garden. With the acquisition, SPKL acquires 11 operating franchises, a new concept, and a number of additional spaces currently in development.

SPKL invested no cash to acquire the franchise chain- the transaction was done 100% for equity (in the form of about 5 million shares- about 11% dilution), and will be immediately accretive to earnings as Bread Garden franchising is a cash flow positive operation.

The original Bread Gardens have been around in the Vancouver area for 35 years. It's a European style theme with a high majority of the menu items displayed in glass counters. They are very strong breakfast destinations, which is a weakness of the SPKL theme.

SPKL is one of my two "sacred cow" stocks that I have been willing to hang onto through the Bear Market and this nasty recession. Today's news demonstrates why I have faith in this company.

The entire fast casual industry in the US is frozen. I have covered the challenges SPKL is having with domestic expansion in the second half of '08. Commercial real estate is holding up relatively well, so spaces are not coming available at the right price. On the other side, franchisees cannot obtain reasonable financing terms, so they are handcuffed.

SPKL continues to be commited to expansion. Rather than stay domestic and remain at a stand still in the second half of the year, the company has gone out and pulled off a coup which gives them strong expansion in one masterful stroke.

They are now in a market where there is no recession, and they have a platform to expand both concepts independently, or a hybrid of the two. In fact, Western Canada is currently booming as its a resource based economy. It's fertile ground for growth.

As of today, SPKL now has 53 stores operating in 15 states and 2 countries. Look for more expansion news around the corner even in an impossible market.

The Bread Garden acquisition opens the doors for a myriad of expansion possibilities in other arenas as we wait for the economy to come back and business to return to some levels of normalcy.

There's an intangible in owning this stock. Management is not to be underestimated. At a moment in time when the US Economy is completely frozen as citizens wait for an inept Congress to take action, Spicy Pickle is coming up with creative ways to keep its expansion plans moving along and opening up doors for other opportunities. That's why I'm hanging in there with this stock.

In case you are wondering, I can't say this acquisition will put SPKL over the top and into a cash flow positive posture. It's certainly a strong step. The company could need to raise a little more capital at some point in the future.

SPKL might start a rebound on this news. The stock has consolidated at the current levels for a couple of weeks now, and shouldn't have much upside resistance. I would guess everyone who was going to be scared into selling has done so.

There will be some of what I call the "whew" factor- some people will see a rebound in the stock, say "whew" and get out on a bounce. That's ok, and could provide some supply as it moves up. It won't happen overnight, but it probably will over time.

It's moves like this against impossible odds that create shareholder loyalty. Here is the complete text of today's news for your review:
 

Press Release Source: Spicy Pickle Franchising, Inc.

Spicy Pickle Franchising, Inc. Acquires Bread Garden Urban Cafes

Wednesday October 1, 6:35 pm ET

DENVER, CO--(MARKET WIRE)--Oct 1, 2008 -- Spicy Pickle Franchising, Inc. (OTC BB:SPKL.OB - News) fast casual restaurants announced today the acquisition of Bread Garden Franchising, Inc., the franchisor of the Bread Garden Urban Cafes, a chain of franchised fast casual restaurants located in the greater Vancouver, Canada area. Currently there are 11 operating restaurants.

Spicy Pickle purchased substantially all of the assets of Bread Garden Franchising, Inc. including all of its rights to operate as the franchisor of the Bread Garden Urban Cafes. As consideration for the acquisition Spicy Pickle issued 5,177,500 shares of its common stock and warrants to purchase up to 3,038,750 shares of its common stock. Bread Garden Franchising, Inc. is a profitable company and the transaction is expected to bring additional working revenue from day one. Spicy Pickle will take over the existing small Bread Garden franchising office located in downtown Vancouver.

Immediately after the acquisition, there will be 53 restaurants in 15 states and 2 countries, including both Spicy Pickle® restaurants and Bread Garden Urban Cafes. At the present time there are no plans to convert the Bread Garden Urban Cafes to Spicy Pickle® restaurants.

Bread Garden Urban Cafes have been operating for approximately 30 years. Originally started by local residents in the food industry, the cafes were eventually sold to a large multi-unit corporation and in 2004 to a family that resides in the Vancouver area. The cafes serve coffee, pastries and breakfast items as well as lunch and dinner along with a wide variety of desserts. The cafes offer Wi-Fi service and are a popular destination throughout the day and evening. As is typical of European style restaurants, the food is displayed in refrigerated glass cases giving customers a visual experience before they choose their menu items.

Marc Geman, CEO of Spicy Pickle Franchising, Inc., commented: "We are thrilled to add this terrific chain to our growing portfolio of fast casual restaurants. After extensive due diligence we saw tremendous opportunities. First, we will expand our geographical footprint into the booming Western Canada region which is not suffering from the same credit issues we are witnessing in the States. Secondly, we now have the opportunity to take a very successful coffee, breakfast, pastry and dessert program from the Bread Garden Urban Cafes and import it to the Spicy Pickle® model. Additionally, we can supplement their strong breakfast menu with our expansive and fresh lunch menu. Bread Garden Urban Cafes are very popular and have a reputation as an all day coffee house gathering place which adds incremental business throughout the day."

Mr. Geman further stated: "The Bread Garden Urban Cafes are extremely well located, many of them having leased space at a time when great locations were still available in Vancouver at reasonable rates. We will continue to use the Bread Garden name as they have developed a loyal following and enjoy great brand recognition in the region. Bread Garden's branded products are found on the British Columbia ferries and in gas stations around the city, and while these outlets are not part of this transaction, they add tremendously to the brand identification throughout British Columbia."

Zahir Dhanani, a principal of Bread Garden Franchising, Inc., said: "Over the course of the past year, we have been searching for successful restaurant operators with similar concepts and were fortunate enough to meet the management team at Spicy Pickle. As a smaller chain, we wanted to partner with someone who can assist us in growing our business at a greater rate. Given the operational efficiencies and business synergies they offer, we can quickly expand our menu offerings and benefit from the exposure of being part of a public company. We are very excited to join the Spicy Pickle® organization."

About Spicy Pickle:

Founded in 1999, Spicy Pickle Franchising, Inc. (OTC BB:SPKL.OB - News) serves high quality meats and fine artisan breads, baked fresh daily, along with a wide choice of eight different cheeses, twenty-two different toppings, and fourteen proprietary spreads to create healthy and delicious panini and sub sandwiches with flavors from around the world. As a leading "fast-casual" concept, Spicy Pickle offers menu items that are far beyond traditional fast food but without the price point of casual dining. The hallmark of a Spicy Pickle® restaurant is quality, service and an enjoyable atmosphere. The company is headquartered in Denver, Colorado, with restaurants open or under construction across 15 states and several more in development nationwide. Spicy Pickle Franchising, Inc., also operates as franchisor for Bread Garden Urban Cafes, a concept with 11 restaurants in the metropolitan Vancouver, Canada area. Bread Garden Urban Cafes serve coffee, pastries and breakfast items as well as lunch and dinner along with a wide variety of desserts. To find out more about Spicy Pickle (OTC BB:SPKL.OB - News), visit our website at www.spicypickle.com/.

Forward-Looking Statements:

Certain statements in this press release, including statements regarding the number of restaurants we intend to open, are forward-looking statements. We use words such as "anticipate," "believe," "could," "should," "estimate," "expect," "intend," "may," "predict," "project," "target," and similar terms and phrases, including references to assumptions, to identify forward-looking statements. The forward-looking statements in this press release are based on information available to us as of the date any such statements are made and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the following: factors that could affect our ability to achieve and manage our planned expansion, such as the availability of a sufficient number of suitable new restaurant sites and the availability of qualified franchisees and employees; risks relating to our expansion into new markets; the risk of food-borne illnesses and other health concerns about our food products; changes in the availability and costs of food; changes in consumer preferences, general economic conditions or consumer discretionary spending; the impact of federal, state or local government regulations relating to our franchisees and employees, and the sale of food or alcoholic beverages; the impact of litigation; our ability to protect our name and logo and other proprietary information; the potential effects of inclement weather; the effect of competition in the restaurant industry; and other risk factors described from time to time in our SEC reports.

Contact:
     Company Contact:
     Marc Geman
     Spicy Pickle Franchising, Inc.
     (303) 297-1902
     Email Contact
    http://www.spicypickle.com

     Investor Relations Contact:
     Pamela A. Solly
     Cirrus Financial Communications, LLC
     (720) 489-4912
     Email Contact
    http://www.CirrusFC.com

Source: Spicy Pickle Franchising, Inc.

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January 27, 2010

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