News
JUL 5, 2007 -- Newlook attains controlling interest of Wireless Age Communications, Inc.
Toronto - Newlook Industries Corp. ("Newlook") (TSXV: NLI) is pleased to announce that it has increased its common share ownership stake in Wireless Age Communications, Inc. ("Wireless Age") (OTCBB: WLSA) to a controlling interest. Through two separate agreements signed on June 29, 2007, Newlook will receive 30,064,767 Wireless Age common shares.
As announced in a press release on May 7, 2007, Newlook completed the purchase of a package of Wireless Age securities from a New York based investor that consisted of:
Wireless Age management believes that the 2007 operating performance targets were unlikely to be met and since February 4, 2007 the board of directors did not consist of a majority of independent directors.
On June 29, 2007, Wireless Age and Newlook mutually agreed to a Settlement Agreement and Release (the "Settlement Agreement"), whereby Wireless Age issued 26,638,267 restricted common shares to Newlook as a full and complete settlement for all liquidated damages arising from defaults under the assigned investment agreement, the conversion of preferred stock and the cashless exercise of all warrants. Under the terms of the settlement and release, Wireless Age agreed to accelerate the effects accruing to Newlook of Wireless Age not attaining the 2007 operating performance targets. Wireless Age agreed to issue:
Furthermore, Wireless Age agreed to appoint Jason Moretto, an officer and director of Newlook, to the Wireless Age board of directors. Mr. Moretto will serve until the next Wireless Age annual general meeting.
Additionally, Newlook has signed a Share Exchange Agreement (the "Share Exchange" with the founding shareholders of mmwave (a former subsidiary of Wireless Age). The Share Exchange allows Newlook to receive 3,426,500 restricted Wireless Age common shares in exchange for 1,018,432 Newlook common shares to be issued from treasury.
The two transactions have the effect of increasing Newlook's direct beneficial interest in Wireless Age's outstanding common stock to approximately 53%.
Wireless Age is a telecommunication service and distribution company, with operations focused on the provision of wireless system products and service solutions to carriers, wholesalers, distributors, retailers and end-users. Wireless Age operates nine retail cellular and telecommunications stores, distributes prepaid phone cards and various cellular and land mobile radio products. Going forward, Newlook anticipates further acquisitions to enhance its position in the telecommunication services industry.
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
JUL 5, 2007 -- Newlook attains controlling interest of Wireless Age Communications, Inc.
Toronto - Newlook Industries Corp. ("Newlook") (TSXV: NLI) is pleased to announce that it has increased its common share ownership stake in Wireless Age Communications, Inc. ("Wireless Age") (OTCBB: WLSA) to a controlling interest. Through two separate agreements signed on June 29, 2007, Newlook will receive 30,064,767 Wireless Age common shares.
As announced in a press release on May 7, 2007, Newlook completed the purchase of a package of Wireless Age securities from a New York based investor that consisted of:
- 4,192,900 shares of Series A convertible preferred shares, which currently convert into 8,385,800 common shares
- 1,482,400 common shares,
- Series A warrants to purchase 5,000,000 common shares at US$0.125 per share, and
- Series B warrants to purchase 5,000,000 common shares at US$0.25 per share.
Wireless Age management believes that the 2007 operating performance targets were unlikely to be met and since February 4, 2007 the board of directors did not consist of a majority of independent directors.
On June 29, 2007, Wireless Age and Newlook mutually agreed to a Settlement Agreement and Release (the "Settlement Agreement"), whereby Wireless Age issued 26,638,267 restricted common shares to Newlook as a full and complete settlement for all liquidated damages arising from defaults under the assigned investment agreement, the conversion of preferred stock and the cashless exercise of all warrants. Under the terms of the settlement and release, Wireless Age agreed to accelerate the effects accruing to Newlook of Wireless Age not attaining the 2007 operating performance targets. Wireless Age agreed to issue:
- 16,771,600 restricted common shares in exchange for the 4,192,900 Series A preferred shares,
- 6,666,667 restricted common shares in exchange for (i) the Series A Warrants to purchase 5,000,000 common shares; and (ii) the Series B Warrants to purchase 5,000,000 common shares,
- 3,200,000 restricted common shares in settlement of liquidated damages arising from the composition of Wireless Age's board.
Furthermore, Wireless Age agreed to appoint Jason Moretto, an officer and director of Newlook, to the Wireless Age board of directors. Mr. Moretto will serve until the next Wireless Age annual general meeting.
Additionally, Newlook has signed a Share Exchange Agreement (the "Share Exchange" with the founding shareholders of mmwave (a former subsidiary of Wireless Age). The Share Exchange allows Newlook to receive 3,426,500 restricted Wireless Age common shares in exchange for 1,018,432 Newlook common shares to be issued from treasury.
The two transactions have the effect of increasing Newlook's direct beneficial interest in Wireless Age's outstanding common stock to approximately 53%.
Wireless Age is a telecommunication service and distribution company, with operations focused on the provision of wireless system products and service solutions to carriers, wholesalers, distributors, retailers and end-users. Wireless Age operates nine retail cellular and telecommunications stores, distributes prepaid phone cards and various cellular and land mobile radio products. Going forward, Newlook anticipates further acquisitions to enhance its position in the telecommunication services industry.
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
