News
MAR 5, 2007 -- Newlook to acquire Regina operations from Wireless Age Communications, Inc.
Toronto - Newlook Industries Corp. ("Newlook") (TSXV: NLI) is pleased to announce that it has entered into a binding Letter of Intent with Wireless Age Communications, Inc. (OTCBB: WLSA) to purchase 99.7% of the issued and outstanding common shares of Wireless Age Communications, Ltd., and 100% of the issued and outstanding commons shares of Wireless Source Distribution Ltd. (the "Transaction". The Transaction is subject to regulatory and any other necessary approvals.
The terms and conditions of the Transaction are as follows:
1. In exchange for 99.7% interest in Wireless Age Communications, Ltd. and 100% interest in Wireless Source Distribution Ltd., Purchaser agrees to pay a total purchase price of $7.0 Million CDN to the Vendor which shall be paid as follows:
a. $200,000 CDN as a deposit which is non-refundable save and except in the event that the consolidated revenue and profit from Wireless Age Communications, Ltd. and Wireless Source Distribution Ltd. fail to meet the revenue and profit projections set out below, at which time, Newlook at its sole discretion, shall have the option to declare this Letter of Intent null and void and be entitled to the refund of the said deposit;
b. Debt forgiveness of $1,941,894 CDN owing from the Vendor to Wireless Age Communications Ltd.;
c. Balance of the purchase price in cash or common shares of Purchaser at Vendor's option, subject to regulatory approval, at a stock price based on a trailing average of Purchaser's common shares for the 10 day trading period prior to April 30, 2007.
2. This Letter of Intent is binding upon the parties hereto subject to the satisfaction of the following condition:
the consolidated revenue from Wireless Age Communications, Ltd. and Wireless Source Distribution Ltd. for the year ending December 31, 2006 being a minimum of $27 Million CDN and the consolidated gross profit for the same period being a minimum of $7.5 Million CDN to be provide to the Purchaser on or about March 31, 2007. This condition is for the sole benefit of the Purchaser and may be waived by the Purchaser in its discretion.
3. The parties to this Letter of Intent acknowledge that the terms herein are subject to the approval of the Toronto Venture Exchange, Ontario Securities Commission, and other regulatory bodies and understand that any conditions imposed by these bodies may not be waived by the parties. The parties further agree to comply with the conditions and requirements of such regulatory bodies for all necessary regulatory approvals and consents for purposes of completing the Transaction.
4. This Transaction will be completed on or before May 15, 2007 or upon approval of this Transaction by the appropriate regulatory bodies. (the "Closing Date" or "Closing").
"I am very pleased to have initiated an acquisition program for Newlook with a company of this calibre. I think there is much potential that may be cultivated in this organization and I look forward to working with management to build on their past successes," says Gerald Merovitz, CEO of Newlook. "I believe that there are many future opportunities we may be in a position to take advantage of through a Canadian public vehicle such as Newlook."
Newlook Industries Corp., headquartered in Toronto, Ontario is a publicly traded company listed on the TSX Venture Exchange. For more information please call (416) 216-8659 or refer to www.sedar.com.
The management of the company, who take full responsibility for its content, prepared this press release. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This press release contains forward-looking statements relating to future events and results that are based on Newlook's current expectations. These statements involve risks and uncertainties including, without limitation, Newlook's ability to successfully develop and market its products, consumer acceptance of such products, competitive pressures relating to price reductions, new product introductions by third parties, technological innovations, and overall market conditions. Consequently, actual events and results in future periods may differ materially from those currently expected.
For more information contact:
John Simmonds
Chief Executive Officer
Newlook Industries Corp.
Telephone: (416) 477-5656, Ext. 301
MAR 5, 2007 -- Newlook to acquire Regina operations from Wireless Age Communications, Inc.
Toronto - Newlook Industries Corp. ("Newlook") (TSXV: NLI) is pleased to announce that it has entered into a binding Letter of Intent with Wireless Age Communications, Inc. (OTCBB: WLSA) to purchase 99.7% of the issued and outstanding common shares of Wireless Age Communications, Ltd., and 100% of the issued and outstanding commons shares of Wireless Source Distribution Ltd. (the "Transaction". The Transaction is subject to regulatory and any other necessary approvals.
The terms and conditions of the Transaction are as follows:
1. In exchange for 99.7% interest in Wireless Age Communications, Ltd. and 100% interest in Wireless Source Distribution Ltd., Purchaser agrees to pay a total purchase price of $7.0 Million CDN to the Vendor which shall be paid as follows:
a. $200,000 CDN as a deposit which is non-refundable save and except in the event that the consolidated revenue and profit from Wireless Age Communications, Ltd. and Wireless Source Distribution Ltd. fail to meet the revenue and profit projections set out below, at which time, Newlook at its sole discretion, shall have the option to declare this Letter of Intent null and void and be entitled to the refund of the said deposit;
b. Debt forgiveness of $1,941,894 CDN owing from the Vendor to Wireless Age Communications Ltd.;
c. Balance of the purchase price in cash or common shares of Purchaser at Vendor's option, subject to regulatory approval, at a stock price based on a trailing average of Purchaser's common shares for the 10 day trading period prior to April 30, 2007.
2. This Letter of Intent is binding upon the parties hereto subject to the satisfaction of the following condition:
the consolidated revenue from Wireless Age Communications, Ltd. and Wireless Source Distribution Ltd. for the year ending December 31, 2006 being a minimum of $27 Million CDN and the consolidated gross profit for the same period being a minimum of $7.5 Million CDN to be provide to the Purchaser on or about March 31, 2007. This condition is for the sole benefit of the Purchaser and may be waived by the Purchaser in its discretion.
3. The parties to this Letter of Intent acknowledge that the terms herein are subject to the approval of the Toronto Venture Exchange, Ontario Securities Commission, and other regulatory bodies and understand that any conditions imposed by these bodies may not be waived by the parties. The parties further agree to comply with the conditions and requirements of such regulatory bodies for all necessary regulatory approvals and consents for purposes of completing the Transaction.
4. This Transaction will be completed on or before May 15, 2007 or upon approval of this Transaction by the appropriate regulatory bodies. (the "Closing Date" or "Closing").
"I am very pleased to have initiated an acquisition program for Newlook with a company of this calibre. I think there is much potential that may be cultivated in this organization and I look forward to working with management to build on their past successes," says Gerald Merovitz, CEO of Newlook. "I believe that there are many future opportunities we may be in a position to take advantage of through a Canadian public vehicle such as Newlook."
Newlook Industries Corp., headquartered in Toronto, Ontario is a publicly traded company listed on the TSX Venture Exchange. For more information please call (416) 216-8659 or refer to www.sedar.com.
The management of the company, who take full responsibility for its content, prepared this press release. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This press release contains forward-looking statements relating to future events and results that are based on Newlook's current expectations. These statements involve risks and uncertainties including, without limitation, Newlook's ability to successfully develop and market its products, consumer acceptance of such products, competitive pressures relating to price reductions, new product introductions by third parties, technological innovations, and overall market conditions. Consequently, actual events and results in future periods may differ materially from those currently expected.
For more information contact:
John Simmonds
Chief Executive Officer
Newlook Industries Corp.
Telephone: (416) 477-5656, Ext. 301
