Wireless Age Communications Inc.
PINK SHEETS : WLSA

Wireless Age Communications Inc.

December 12, 2011 16:04 ET

Wireless Age Spins Off BPO Business and a License for Its Home Energy Services Business

TORONTO, ONTARIO--(Marketwire - Dec. 12, 2011) - Wireless Age Communications Inc. ("the Company") (PINKSHEETS:WLSA) is pleased to announce that it has entered into agreements to spin off the recently acquired OC Communications Group Inc. ("OCCGI") and to sell its Toronto-based direct sales Joint-Venture ("JV") for the sale and finance of home energy products and a License for the brand and business practices to GameCorp Ltd, a company listed on the Canadian National Stock Exchange (CNSX:GGG) and on the OTC Pink Sheets (PINKSHEETS:GAIMF).

"We believe these businesses have tremendous growth potential, and are well positioned to be the platform in a larger consolidation of BPO and home energy finance businesses," said Mr. John G. Simmonds, President and CEO. "Strategically, WLSA is positioned to benefit as a significant shareholder of this business and as part of the transaction WLSA has also significantly reduced its liabilities," Mr. Simmonds added. "This will provide WLSA the opportunity to expand its platform in home energy services, and to strengthen its core focus on growing the Enwise Homes Services Inc. and Enwise Building Science Inc. subsidiaries without the dilution of a consolidation strategy."

The terms of the OCCGI sale agreement includes the receipt of one million shares of GameCorp, and transferring a vendor-take-back loan of $1.65 million secured by the common shares of OCCGI and owing to the previous shareholders of OCCGI. There are an additional two million common shares of GameCorp being issued on a conditional basis (the "Conditional Shares") and earned by WLSA upon the OCCGI Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA") for 2012, exceeding $1 million. The Conditional Shares will be placed in escrow and if the EBITDA does not exceed $1 million for the 2012 calendar year, then the Conditional Shares will be cancelled and returned to GameCorp's treasury.

The terms of the JV include the sale of all of the assets, including accounts receivable of approximately $500,000 and the transfer of third party Promissory Notes also totaling $500,000. The third party Promissory Notes have an adjustment that provides for the amount transferred by WLSA to be reduced dollar-for-dollar if the related accounts receivable collected by GameCorp is less than $500,000. The License was sold to GameCorp for an additional one million common shares of GameCorp and an earn-out royalty equal to ten percent (10%) of EBITDA greater than one million Canadian dollar and capped at a cumulative amount of five million Canadian dollars.

Closing of the transactions described herein will occur immediately upon receipt of any required regulatory approval. While Mr. John Simmonds is a relative of the President and CEO of GameCorp, the transaction was completed on an arms-length basis and approved by the Board of Directors of WLSA.

Forward Looking Statements Note

This press release contains "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. Wireless Age Communications, Inc. cannot provide assurances that the matters described in this press release will be successfully completed or that the company will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown in expense growth; the company's ability to retain key management and employees; intense competition and the company's ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in Wireless Age Communications, Inc. SEC filings. Wireless Age Communications, Inc. undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with Wireless Age Communications, Inc.'s business, please refer to the risks and uncertainties detailed from time to time in Wireless Age Communications, Inc.'s SEC filings.

Contact Information

  • Wireless Age Communications Inc.
    Mr. John G. Simmonds
    Chairman, President and Chief Executive Officer
    905-833-2753 ext. 223
    jgs@fanocorp.com