RepeatSeat Ltd.
TSX VENTURE : RPS

RepeatSeat Ltd.

April 22, 2009 12:10 ET

RepeatSeat Reaches Forbearance Agreement With Lenders That Includes the Sale of Coin-Op Subsidiary Through the Mutually Agreed Appointment of a Receiver

CALGARY, ALBERTA--(Marketwire - April 22, 2009) - RepeatSeat Ltd. (TSX VENTURE:RPS) announced that it has entered into a forbearance agreement dated April 16, 2009 (the "Forbearance Agreement") respecting secured convertible debentures dated June 18, 2007 (the "Debentures") in the principal amount of $7 Million with the holders thereof (the "Lenders") and has agreed to the appointment of a receiver to conduct a sale of the assets of one of its operating subsidiaries, Janda Products Canada Limited ("Janda").

The Debentures were issued to fund the acquisition of Janda, a Canadian leader in the coin-op and arcade business, which is a wholly owned subsidiary of RepeatSeat. The amount payable to the Lenders pursuant to the Debentures, inclusive of unpaid interest and fees is $8.7 Million (the "Outstanding Amount Payable").

Pursuant to the terms of the Forbearance Agreement, RepeatSeat has acknowledged default of the terms of the Debentures and the Lenders have made demand for the repayment of the Outstanding Amount Payable. Notwithstanding the forgoing, the Lenders have agreed, subject to certain conditions, to an orderly repayment of their Debentures and a conversion of their remaining interest into equity of RepeatSeat as follows:

1. The assets and business, not including any liabilities of Janda (the "Janda Assets") will be sold, with the full proceeds being paid to the Lenders. In order to facilitate this sale, RepeatSeat has agreed to the appointment of an interim receiver (the "Receiver") pursuant to the terms of the Bankruptcy and Insolvency Act (Canada) for Janda. The Receiver shall solicit purchasers for the Janda Assets and consummate a sale accordingly by May 31, 2009. The Lenders have agreed, subject to certain conditions, to offer the Receiver $4.75 Million for the Janda Assets. Further details regarding the appointment of the Receiver and sale of the Janda Assets will be released as such events transpire.

2. RepeatSeat shall make a further payment to the Lenders of $690,000 (the "Additional Payment") prior to September 30, 2009 through a contemplated issuance of new equity.

3. Any amount outstanding to the Lenders after the reduction of the Outstanding Amount Payable from the sale of the Janda Assets and the Additional Payment (the "Remaining Amount Payable"), shall be converted into shares of RepeatSeat, subject certain conditions and regulatory approval. The total amount of equity expected to be paid to the Lenders pursuant to conversion, subject to regulatory approval, shall be limited to comprising 19.99% of the fully diluted number of shares of RepeatSeat as at the date of the conversion. It is anticipated that upon issuance of the equity on conversion, each individual Lender will own less than 10% of the fully diluted number of shares of RepeatSeat.

The conversion into equity of the Remaining Amount Payable is subject to RepeatSeat completing an internal restructuring to reduce operating expenses and a conversion of certain unsecured debt obligations of RepeatSeat and Janda into equity of RepeatSeat.

RepeatSeat's core online and mobile ticketing business and the business of its ski hill division will continue operations and are not part of this asset sale or receivership.

Headquartered in Calgary, with offices in Toronto and Denver, RepeatSeat, Ltd. offers interactive entertainment solutions through industry leading data, ticketing and mobile applications to the live event, movie, ski, tour and excursion industries throughout North America and the Caribbean.

"The goal of the forbearance agreement with our lenders is to help ensure that we have an appropriate capital structure to support our long term strategic plan and business objectives, both today and in the future, said Bob Christianson, President and COO of RepeatSeat, Ltd. This agreement will allow us to reduce our debt and to focus on our core competencies of providing exemplary on-line and mobile ticketing platforms across multiple entertainment venues throughout North America. This initiative is part of a total company restructuring that will lower operating costs; optimize the return on contracts and position the company to capitalize on growth opportunities when the market rebounds.

The Janda Subsidiary was purchased to augment the cash flow of the ticketing division as it transitioned into a cash flow positive environment. The company has always strived to build repeat transactional revenue coupled with a relatively low overhead.

For the nine months ended September 30, 2008, 78% of RepeatSeat's revenue was derived from Janda.

As a result of the expected sale of Janda, the anchor product for RepeatSeat is its online and mobile movie ticketing and in 2009 this division has enjoyed significant monthly sales increases compared to the same months last year. However, this business represented only 17% of RepeatSeat's consolidated revenue for the nine months ended September 30, 2008.

With the strong slate of movies that will be released in coming months including XMen Origins: Wolverine. Star Trek, Terminator Salvation: The Future Begins, and Harry Potter and the Half-Blood Prince, sales are expected to continue to increase throughout the year. Further, in the reorganized company there will be a strong push to sell the movie-ticketing platform into the United States and into international markets."

Similarly, Comptrol Systems Inc., the company's ski hill ticketing division has a slate of long-term contracts that ensure its annual revenue base. This division provides ticketing services for approximately 25% of the Ski Hills in North America.

The success of the plan contained in the Forbearance Agreement with the Lenders is dependent upon a number of factors including growth in RepeatSeat's ticketing business, conversion to equity of certain unsecured creditors of RepeatSeat and Janda, the implementation of cost cutting measures at RepeatSeat inclusive of the requirement to significantly reduce general and administrative costs and the successful completion of raising sufficient funds to repay the Lenders $690,000 plus the raising of additional funds required for working capital.

The RepeatSeat board consists of Chairman George Watson, Alykhan Mamdani, Max Fantuz, Clark Johansson, Gary Bentham and Bob Christianson. The board members are supportive of this reorganization and corporate refocus on the core activities and strengths.

About RepeatSeat Ltd.

RepeatSeat Inc. is a leading global entertainment services company, offering private label ticketing in the United States, Canada and the Caribbean. The Company promotes its clients' brand instead of its own. RepeatSeat's innovative Ticket Relationship Management (TRM™) solutions provide turn-key point-of-sale, Internet and wireless applications to target markets including performing arts venues, movie theatres, sports venues, cruise ships, tourist attractions and conferences/trade shows. All solutions feature full end-user data capture and management, and one of the most comprehensive targeted permission e-mail programs available in the marketplace today. For more information on RepeatSeat, visit www.repeatseat.com.

Advisory Regarding Forward-Looking Statements:

Certain information with respect to the Company contained herein contains forward-looking statements. These forward-looking statements are based on assumptions and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including, but not limited to, the impact of general economic conditions, industry conditions, stock market volatility and ability to access sufficient financing. As a result, the Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur. In addition, the reader is cautioned that historical results are not necessarily indicative of future performance.

The TSX Venture Exchange does not accept responsibility for the adequacy and accuracy of this release.

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