Wireless Age Communications, Inc.

Wireless Age Communications, Inc.

August 11, 2009 15:29 ET

Wireless Age to Acquire Interest in Renewable Energy Projects

TORONTO, ONTARIO--(Marketwire - Aug. 11, 2009) - Wireless Age Communications, Inc. (PINK SHEETS:WLSA), ("Wireless Age" or "the Company") announced today that it has entered into a definitive agreement with PowerPlay Energy Corp. ("PowerPlay") and Sunbay Energy Corp. ("Sunbay") through a wholly owned subsidiary of the Company to acquire a 60% interest in a newly formed entity that will hold all of the assets and liabilities of a development stage plasma gasification project proposed to be built in Port Hope, Ontario, Canada and the exclusive rights to participate in plasma gasification projects in the United States of America.

Through its subsidiary Sunbay, PowerPlay is a renewable energy developer specializing in gasification projects, and possesses the intellectual property rights, contracts and licenses necessary for the development of plasma gasification and renewable energy projects. Additionally, Sunbay has entered into an exclusive developer agreement with a world-renowned original equipment manufacturer of plasma torches, as well as a designer and operator of plasma gasification facilities.

Formal closing is subject to various conditions precedent, including drafting certain ancillary legal agreements, regulatory and board of directors' approval.

Pursuant to the agreement the Company has agreed to pay the following consideration: two million five hundred thousand (2,500,000) Newlook Industries Corp. ("Newlook") common shares, one hundred sixty seven thousand US dollars (US$167,000) and a one million two hundred fifty thousand Canadian dollar (CAD$1,250,000) senior secured debenture. The debenture pays interest at 8% per annum, will mature one year from the date of closing and may be fully repaid by the Company at any time with the delivery of five million (5,000,000) Newlook common shares. The debenture will be secured by a general security agreement over all of the assets of the Company including the intellectual property rights of the Port Hope project and the Company's interest in future USA projects. As part of the transaction the Company intends to complete a name change to better reflect the future direction of the Company.

The Company confirms that there is no relationship in this transaction involving any non-arms length party and Wireless Age, its insiders and PowerPlay or Sunbay other than a director of a Newlook insider is also a director and officer of PowerPlay and Sunbay.

Newlook is the Company's controlling shareholder currently holding an ownership percentage of approximately 55%.

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.
    John G. Simmonds
    Chairman & CEO
    905-833-2753 ext. 223