RepeatSeat Ltd.
TSX VENTURE : RPS

RepeatSeat Ltd.

September 25, 2009 17:18 ET

RepeatSeat Negotiates Management Agreement for Key Operating Divisions, Makes Assignment Pursuant to the Bankruptcy and Insolvency Act

CALGARY, ALBERTA--(Marketwire - Sept. 25, 2009) - RepeatSeat Ltd. ("RepeatSeat") (TSX VENTURE:RPS), wishes to announce that the Company, its subsidiaries RepeatSeat Inc., Comptrol Systems, Inc., and its officers and directors have been served a statement of claim alleging negligent misrepresentation, breach of contract, negligence and breach of fiduciary duties by its lenders Roynat Capital Inc., RPS Capital LP, by its general partner Knightsbridge Capital Partners inc., and Knights Bridge LP by its general partner Knight's Bridge Capital Partners Inc. This action relates to the June 2007 loan made by the lenders to RepeatSeat. The company is in the process of preparing its response to this action.

The claim by the lenders was not anticipated by the Company as it was operating under the terms of a forbearance agreement with the lenders dated April 16, 2009 that provided an option for the Company to convert all outstanding debt owed to the lenders by a combination of a payment of $630,000.00 no later than September 30, 2009 and the subsequent conversion of remaining debt to RepeatSeat equity.

Due to the above noted action, RepeatSeat is unable to proceed with its plan to convert or purchase the lenders' secured loan position with the Company. Consequently, the Company is unable to operate, as further access to the necessary capital is not available at this time. In response to this situation RepeatSeat has effective September 22, 2009, reached an agreement with an arms length independent corporation that will assume the day to day operations of the company's key operating divisions notably the online and mobile movie ticketing platform. That agreement is for ninety days with provisions for earlier termination. RepeatSeat is financially insolvent and the board has determined that it must make an assignment pursuant to the Bankruptcy and Insolvency Act and has retained David Bromwich of Bromwich and Smith, Inc. to serve as trustee in this regard.

All directors of RepeatSeat have submitted their resignations. The company also announces the previous resignations of George Watson, board chairman and Dan Gerritsen, the company's Vice President Finance and Chief Financial Officer.

Contact Information