360 Vox Corporation

July 03, 2012 10:09 ET

360 VOX Corporation Acquires the Remaining Shares of 360 VOX (France) Inc.

TORONTO, ONTARIO--(Marketwire - July 3, 2012) - 360 VOX Corporation (TSX VENTURE:VOX) - 360 VOX Corporation (the "Company") is pleased to announce that it has acquired the outstanding shares of 360 VOX (France) Inc. ("360 VOX France") not owned by the Company from Société Européene de Développement Immobilier SA ("SEDI") pursuant to the terms of a definitive share purchase agreement (the "Share Purchase Agreement") with SEDI. Prior to the transaction, the Company owned 80% of the issued and outstanding shares of 360 VOX France. In connection with the transaction, the Company's subsidiary, 360 VOX Developments Inc., entered into a management consulting services agreement (the "Management Consulting Services Agreement") with SEDI, whereby SEDI will provide consulting services in relation to its expertise in project management.

Pursuant to the terms of Share Purchase Agreement, SEDI will receive:

  • 800,000 common shares of the Company; and
  • 500,000 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.

The vesting of the common share purchase warrants is subject to certain conditions relating to the Management Consulting Services Agreement. SEDI and its principal, David Gerardi, also entered into a non-competition agreement providing protections for the Company in connection with the transaction.

As a result of this transaction, the Company will now have a direct 45% interest (previously 36% net interest) in its Edenarc 1800 project, a high-end international resort destination in the French Alps.

On Behalf of the Board of Directors

Robin Conners, President and CEO

About 360 VOX Corporation

360 VOX Corporation is a publicly traded company, incorporated under the laws of Ontario and listed on the TSX Venture Exchange under the symbol "VOX". The Company is engaged in the business of developing and managing international hotel, resort, residential and commercial properties through its wholly-owned subsidiary, Wilton Properties Ltd., in joint venture with Grupo Hotelero Gran Caribe S.A., an agency of the Cuban government. For further information on the Company please visit our website at www.360vox.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. In particular, forward-looking statements include statements regarding payment of fees are based on assumption that management believe are reasonable. These statements are not guarantees of future results and are subject to numerous risks and uncertainties, including the Company's decision on whether to continue with certain projects; and the availability of capital to finance growth of the projects; adverse factors generally encountered in the hospitality industry; the risks associated with world events, including war, terrorism, international conflicts, natural disasters and extreme weather conditions; general economic conditions, supply and demand changes for hotel rooms; competitive conditions in the hospitality industry; changes to permitting and entitlements; changes the hospitality industry and government regulation and currency fluctuations. 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.

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