Leisure Canada Enters Into a Definitive Agreement With 360 VOX Inc.
01 September 2011 - 7:35AM
Marketwired Canada
Leisure Canada Inc. (TSX VENTURE:LCN) -
Leisure Canada Inc. (the "Company") is pleased to announce that, further to its
news release dated June 28, 2011, it has entered into a definitive share
purchase agreement (the "Share Purchase Agreement") with respect to the
acquisition of the outstanding shares of 360 VOX Inc. ("360") from companies
(the "Sellers") controlled by the Company's President and Chief Executive
Officer, Robin Conners, and Chief Financial Officer and Corporate Secretary,
Colin Yee, and Robert Jerome and Guy Chartier (together, the "360 Principals").
Pursuant to the terms of Share Purchase Agreement, the Sellers will receive:
-- 10.5 million common shares of the Company;
-- five million common share purchase warrants exercisable until the fifth
anniversary of closing at $0.20 per share and vesting over a period of
three years following closing; and
-- potentially up to $3 million in earn-out payments based on the Company's
non-Cuban operations meeting certain defined gross revenue thresholds of
up to $30 million from closing to December 31, 2016.
The vesting of the common share purchase warrants and entitlement to the
earn-out payments are subject to certain conditions relating to the employment
of the 360 Principals by the Company or its subsidiaries.
Following closing, Mr. Conners and Mr. Yee will continue as President and Chief
Executive Officer and Chief Financial Officer and Corporate Secretary of the
Company, respectively, and Mr. Jerome will become President of 360, which will
be a wholly-owned subsidiary of the Company, and Mr. Chartier will become
President of Wilton Properties Ltd., a wholly-owned subsidiary of the Company.
In connection with the closing of the transactions contemplated in the Share
Purchase Agreement, the 360 Principals (other than Mr. Conners) will each
receive $250,000 in signing bonuses and enter into long-term non-competition
agreements at closing.
The closing of the transactions contemplated in the Share Purchase Agreement are
subject to certain standard conditions to closing, including, without
limitation, approval by the TSX Venture Exchange and by the disinterested
shareholders of the Company. Shareholders will be asked, among other things, to
approve the acquisition of 360 at the annual and special meeting of the Company
to be held on September 26, 2011 at 9:00 a.m. (EST) at 1250 Rene Levesque Blvd.
West, Suite 1400, Montreal, Quebec.
Details of the transaction and the Share Purchase Agreement will be described in
the management information circular to be filed with the securities regulatory
authorities and mailed in accordance with applicable securities laws to
shareholders of the Company of record on August 19, 2011. In addition, the full
text of the Share Purchase Agreement will be available on SEDAR at www.sedar.com
and may be obtained upon request to the Company.
On Behalf of the Board of Directors
Robin Conners, President and CEO
About Leisure Canada Inc.
Leisure Canada Inc. is a publicly traded company, incorporated under the laws of
Ontario and listed on the TSX Venture Exchange under the symbol "LCN". The
Company is engaged in the business of developing hotel, resort and commercial
properties in Cuba through its wholly-owned subsidiary, Wilton Properties Ltd.
("Wilton"), in joint venture with Grupo Hotelero Gran Caribe S.A. ("Gran
Caribe"), an agency of the Cuban government.
For further information on the Company please visit our website at
www.leisurecanada.com. The Company's public filings, including its most recent
audited consolidated financial statements, can be reviewed on the SEDAR website
(www.sedar.com).
This news release may contain forward-looking statements and information within
the meaning of applicable securities legislation. These forward-looking
statements reflect management's current expectations, estimates, projections,
beliefs and assumptions that were made using information currently available to
management. In some cases, forward-looking statements can be identified by
terminology such as "may", "will", "expect", "plan", "anticipate", "believe",
"intend", "estimate", "predict", "forecast", "outlook", "potential", "continue",
"should", "likely" or the negative of these terms or other comparable
terminology. Although management believes that the anticipated future results,
performance or achievements expressed or implied by the forward-looking
statements and information are based upon reasonable assumptions and
expectations, the reader should not place undue reliance on forward-looking
statements and information because they involve assumptions, known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of the Company to differ materially from anticipated
future results, performance or achievements expressed or implied by such
forward-looking statements and information.
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