Worldwide Promotional Management Inc.
CNSX : WRL

Worldwide Promotional Management Inc.

September 08, 2009 12:24 ET

Worldwide Promotional Management Agrees to Acquire Entertainment Production Company

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 8, 2009) - Worldwide Promotion Management Inc. ("Worldwide" or the "Company") (CNSX:WRL) is pleased to announce that it has entered into a Letter of Intent ("LOI") to acquire all of the issued and outstanding shares in Playground Performances Inc. ("Playground"), an entertainment production company.

About Playground

Playground is an entertainment production company that has a joint venture partner with the German music talent management company Triple-M Music GMHB. Under the terms of the joint venture, Playground's responsibilities will be the North American development and marketing of a musical performing group that has achieved considerable success in Europe including Gold and Platinum selling records and numerous Top Ten hits.

The group, an American-created boy band called 'US5', has been honing its skills in Europe for more than three years to prepare for its launch in North America. US5 has reported sales of approximately three million CDs and won numerous awards including "Nickleodeon Best Band Award" in Europe for both 2007 and 2008. Recently, they worked with Disney to produce a music video of a song from the popular teen movie High School Musical 3 for its European release. They also gained significant critical acclaim for their music video performance of the Bee Gee's "Too Much Heaven", which featured US5 alongside of Robin Gibb.

Playground's joint venture with the international managers of US5 includes the management and recording agreements of the US5 band members. The agreements encompass all the band's professional activities and each artist's individual careers, including recorded music, music publishing, live performances, merchandising, sponsorships, endorsements, internet sales, television and broadcast appearances, motion picture rights and all other product development. The joint venture defines North America as the USA, Canada and Mexico and includes a provision that allows for expansion into other unexploited territories such as Asia, South America and Australia.

Playground, formed in 2006 by its President Dennis MacDonald, intends to acquire other entertainment projects as part of its growth and diversification strategy including projects in television and music. Playground's management team also includes David Ozer, a New York-based entertainment executive specializing in the finance, production and distribution of entertainment projects, and public relations and marketing executive Wayne Hartrick, President of Reputations Corporation.

Worldwide recently completed an initial public offering to provide funds to seek out acquisitions that are deemed to present value and growth for the benefit of shareholders. "Playground fits perfectly with the direction that we want to take Worldwide," says Worldwide President Mike Marrandino. "Their vision to build a diversified entertainment company will be accelerated by the unique opportunity presented by the American launch of an already proven and popular boy band. I believe this, coupled with their experienced management team, will attract other significant entertainment projects."

Dennis McDonald, President of Playground, adds, "This LOI allows Worldwide and Playground to capitalize on more than three years of development of US5 in Europe and translate that into success throughout North America. US5 was formed by the same mastermind who created the legendary boy-bands Backstreet Boys and N'SYNC. The band's launch in North America, following its European success, is modeled after the same successful strategy. To learn more about US5 go to their website at: www.US5online.com."

The terms of the LOI are as follows:

- Worldwide will advance on a refundable basis to Playground C$250,000 upon execution of the LOI and approval from all regulatory bodies. This advance will be secured against the current assets of Playground in the event the transaction does not close.

- Worldwide to use its best effort to raise and advance to Playground $500,000 on or before October 15, 2009 and a minimum of $1 million on or before November 15th, 2009.

- The creation of a Board of Directors for Worldwide comprised of 5 members, three appointed by Worldwide and 2 by Playground. Upon Playground achieving $20 million in top line revenue and $3.3 million in EBITDA, Worldwide will resign one board seat to Playground.

- Upon regulatory approval, Worldwide will issue up to 20 million restricted, escrow shares, which can become free trading based on the following performance schedule:

-- 250,000 shares released on the closing of the transaction. These shares will be restricted for a period of four months from the closing date of the transaction.

-- For every $10 million in top line revenue and $1.625 million of EBITDA; five million shares will be released

-- Worldwide has the exclusive option to cancel the agreement and not release any shares if Playground fails to meet a minimum of $10 million in top line revenue and $1.625 million EBITDA within 12 months of closing.

- Stock Options in Worldwide will be made available to Playground based on a minimum of 10% of the Worldwide shares issued to Playground, up to a maximum of two million options. These options will be granted to Playground once they have earned their escrow restricted shares

- The closing date ("Closing Date") for the transaction ("Transaction") is on or before October 15, 2009.

Conditions for Closing:

Prior to the closing of the Transaction the following conditions are required:

- Worldwide and Playground enter into a definitive agreement ("Definitive Agreement") no later than 45 days following the execution of the LOI.

- the delivery by Playground to Worldwide of such financial statements as may be required pursuant to applicable securities laws, including National Instrument 51-102 and the policies of the CNSX;

- approval of all regulatory bodies having jurisdiction in connection with the Transaction, including the CNSX and the British Columbia Securities Commission, being obtained;

- approval of the Worldwide Board of Directors being obtained;

- approval of the Board of Directors and all of the shareholders of Playground being obtained;

- the appointment of two representatives of Playground to the Board and the resignation of one director from the current Board upon Closing.

- An Independent Valuation assessing the current and proposed business plan of Playground.

- Due diligence on the Company, its directors, officers and management

NON-BROKERED PRIVATE PLACEMENT

Worldwide is pleased to announce the offering of a non-brokered private placement (the "Offering") to raise $550,000, subject to regulatory approval. The Company intends to issue 2.2 million units at $0.25 per unit.

Terms of the Equity Issue:

- Each unit will consist of one share and one full warrant.

- Each full warrant plus $0.40 can be exercised into a common share in world wide for a period of two years from the closing of the private placement.

- If the share price in Worldwide trades above $0.60 for 21 consecutive days after four month and one day from the close of the private placement (the "Hold Period"), the Company has the right to issue 30 days written notice to notify all warrant holders of the warrants accelerated expiry.

Finders Fees may be payable to eligible persons with respect to the Offering and will be subject to regulatory approval.

The funds will be used to meet the current financial commitments based on the Letter of Intent between Worldwide and Playground Performances Inc., and general working capital.

Worldwide expects to close the non-brokered private placement by September 18, 2009

On behalf of the Board of Directors of:

WORLDWIDE PROMOTIONAL MANAGEMENT INC.

Mike Marrandino, President

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company's listing of its common shares on the Canadian National Stock Exchange. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them.

The CNSX has neither approved nor disapproved the information contained herein.

Contact Information

  • Worldwide Promotional Management Inc.
    Mike Marrandino
    (604) 484-2828