TORONTO, March 5, 2007 (PRIME NEWSWIRE) -- Wireless Age Communications Inc. ("Wireless Age" or the "Vendor") (OTCBB:WLSA) is pleased to announce that it has entered into a binding Letter of Intent with Newlook Industries Corp., ("Newlook") (TSX-V:NLI) to sell 99.7% of the issued and outstanding common shares of Wireless Age Communications, Ltd., and 100% of the issued and outstanding common shares of Wireless Source Distribution Ltd. (the "Transaction"). The Transaction is subject to regulatory and any other necessary approvals. The directors of Wireless Age intend to call a Special Meeting of shareholders as soon as practically possible to obtain approval of the Transaction.
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 CN$7.0 million to the Vendor which shall be paid as follows:
a. CN$200,000 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 CN$1,941,894 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 CN$27 million and the
consolidated gross profit for the same period being a minimum
of CN$7.5 million to be provided 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 by the appropriate regulatory bodies (the "Closing
Date" or "Closing").
John G. Simmonds, Chairman and CEO stated; "We believe this is a very positive development for Wireless Age Communications Inc. As we continue to re-position the company through our restructuring efforts, this will give us the ability to take advantage of opportunities that are currently available."
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.