Leisure Canada Inc.

August 31, 2011 17:35 ET

Leisure Canada Enters Into a Definitive Agreement With 360 VOX Inc.

TORONTO, ONTARIO--(Marketwire - Aug. 31, 2011) - 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.

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