Leisure Canada Enters Into a Definitive Agreement With 360 VOX Inc.
01 September 2011 - 7:35AM
Marketwired
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.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy and
accuracy of this release.
Contacts: Leisure Canada Inc. info@leisurecanada.com
www.leisurecanada.com Marcovitch Public Relations 416-963-3222
prgroup@marcovitchpr.ca
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