Leisure Canada Inc.

June 28, 2011 16:00 ET

Leisure Canada Reaches Agreement in Principle to Acquire 360 VOX Inc.

TORONTO, ONTARIO--(Marketwire - June 28, 2011) - Leisure Canada Inc. (TSX VENTURE:LCN) today announced that it has reached an agreement in principle to acquire 360 VOX Inc. ("360"), a privately owned, vertically integrated, development and operations company with extensive international expertise in hospitality, resort recreational, residential and commercial real estate development with projects in Europe and China, including a 45% interest in a 325-unit mixed-use resort project in France. 360 also has a partnership with Sotheby's International Realty (Canada). 360 is indirectly controlled by Leisure Canada's President and Chief Executive Officer, Robin Conners and Chief Financial Officer, Colin Yee, and by Robert Jerome and Guy Chartier (the "360 Principals").

The transaction will eliminate any potential conflicts between Leisure Canada and some members of its management team, while bringing significant design, construction and operating experience that 360's management has developed through complex large-scale projects in Cuba, the Caribbean, Europe and North America. In addition to fully-aligning Mr. Conner's and Mr. Yee's roles with Leisure Canada, Mr. Jerome will bring over 30 years of experience in design, architecture, master planning and construction management to Leisure Canada. Mr. Jerome was formerly President of the European division of another major resort developer, overseeing the acquisition and development of a number of resorts in Europe and, prior to that, the development of world-renowned Canadian ski destinations. Mr. Chartier brings over 25 years of experience in the tourism, hospitality and corporate finance business to Leisure Canada, having led the development of four-season resorts in Eastern Canada and served as the former President and Chief Operating Officer of Leisure Canada.

Ned Goodman, Chairman of Leisure Canada, who was a member of a special committee of disinterested directors, which was delegated responsibility for negotiating the transaction, said, "This acquisition brings Leisure Canada experienced management, global relationships, and a diversified revenue base that is aligned with our core business objectives. As Leisure Canada develops its current projects and expands into new markets, the management of 360 brings in-house capabilities that will significantly enhance our ability to deliver successful results."

The transaction is subject to execution of definitive documentation and customary closing conditions, including approval by the Board of Directors of Leisure Canada and the TSX Venture Exchange. Under the terms of the proposed transaction, the 360 Principals will receive:

  • 10.5 million common shares in Leisure Canada;
  • 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;
  • potentially up to $3 million in earn-out payments based on Leisure Canada's non-Cuban operations meeting certain defined gross revenue thresholds of up to $30 million from closing to December 31, 2016.

The closing price for the common shares of Leisure Canada on June 27, 2011, the last trading day prior to the announcement of Leisure Canada's plans to acquire 360 was $0.12 and the 20-day volume weighted average price for Leisure Canada's common shares was $0.14.

Mr. Conners and Mr. Yee will continue as President and Chief Executive Officer and Chief Financial Officer and Corporate Secretary of Leisure Canada, respectively, following closing and Mr. Jerome will become President of 360, a wholly-owned subsidiary of Leisure Canada. In addition, Mr. Chartier will become President of Wilton Properties Ltd. The 360 Principals (other than Mr. Conners) will each receive up to $250,000 in signing bonuses and enter into long-term non-competition agreements at closing.

Securities issued on closing or on the exercise of the warrants, will be subject to customary lock-up arrangements for up to twelve months following closing and entitlement to earn-out payments and warrants will be subject to certain conditions relating to the ongoing employment of the 360 Principals with Leisure Canada.

On Behalf of the Board of Directors

Ned Goodman, Chairman

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., 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.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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