Agoracom

CALGARY, ALBERTA, May 17, 2007 -- Further to the press release dated April 25, 2007, RepeatSeat Ltd. ("RepeatSeat" or the "Company") (TSX VENTURE:RPS), a North American leader in providing entertainment solutions, announces amendments to the convertible debenture financing with respect to the acquisition all of the issued and outstanding common shares and class "A" shares in the capital of Janda Products Canada Limited (the "Acquisition"), a national supplier of arcade and redemption game services carrying on business as New Way Sales ("New Way"), for $8,400,000 (the "Purchase Price"), of which $6,500,000 will be payable in cash and $1,900,000 will be payable in common shares (the "Common Shares") in the capital of the Company at a deemed price per share of $0.30 per share. The Acquisition is an arm's length transaction and will not result in a change of control, nor will any shareholder own 20% or more of the Common Shares on a fully diluted basis. There will not be any finder's fees payable in connection with the Acquisition and the Common Shares issued as consideration for the Acquisition will be subject to regulatory hold periods and to an escrow agreement imposed by the Company. The closing of the Acquisition is expected to occur on or about May 29, 2007 (the "Closing Date") and is subject to certain conditions including, but not limited to, completion of planned debt and equity financings (as described below) and receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange. It is a condition of the Acquisition that the Company will successfully complete each of the following debt and equity financings: (a) Pursuant to an offer to purchase, the Company will issue a $3,500,000 principal amount convertible debenture to each of two mezzanine debt lenders (collectively, the "Convertible Debentures"). The Convertible Debentures will have a coupon rate of 10% per annum compounded annually, payable monthly in arrears, and will mature and be payable in full on the day that is 60 months from its issue date (the "Maturity Date"). The Convertible Debentures will be convertible into Common Shares at the option of the holder at any time on or prior to the Maturity Date and at a conversion price of $0.25 per Common Share in years one and two; $0.275 in year three, $0.30 in year four, and $0.33 in year five. If in the first year following disbursement of funds, the Corporation completes another offering at less than the current price, the debenture conversion price will be adjusted to the higher of the price of the new offering and the closing market price on the date that the subsequent offering is conditionally approved by the TSXV. Proceeds from the Convertible Debenture shall be used to pay the cash portion of the Purchase Price and transaction costs associated with the Acquisition. The closing of the Convertible Debenture is expected to occur on or around the Closing Date and is subject to certain conditions including, but not limited to, receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange. (b) The Company will also complete a non-brokered private placement (the "Private Placement") of up to 16,000,000 units ("Units") in the capital of the Company at a price of $0.25 per Unit for gross proceeds of up to $4,000,000. Each Unit shall consist of one Common Share and one Common Share purchase warrant ("Warrant"), with each Warrant entitling the holder thereof to purchase one additional Common Share at a price of $0.40 within 12 months of issuance. All sales will be made on a private placement basis pursuant to exemptions from the prospectus requirements of applicable securities laws. Proceeds from the Private Placement shall be used to retire approximately $1,000,000 in existing debt and for general corporate purposes. The closing of the Private Placement is expected to occur on or before May 25, 2007 and is subject to certain conditions including, but not limited to, receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange. New Way is Canada's leading provider of arcade and redemption game services to the movie theatre industry, serving Cineplex Entertainment, Empire, AMC, Landmark, Galaxy and Fortune theatres across the nation, as well major attractions sites such as Canada's Wonderland, the Skylon Centre and West Edmonton Mall. In 2006, New Way's year end audited financial statements reported revenues of $6,685,000 with net income before tax of $614,000. An independent appraisal of New Way's fixed assets provided a fair market value of in excess of $7,000,000 ($4,300,000 net book value as at October 31, 2006), providing the Company with a stable source of revenue, net income and significant fixed assets. Total assets of New Way as at October 31, 2006 were $5,651,000 and shareholders' equity was $3,334,000. RepeatSeat anticipates that the Acquisition will allow the Company to unlock synergies to reduce costs and further increase revenue. Because the Company and New Way conduct business in the same locations for the same clients in a number of instances, the RepeatSeat anticipates that the Acquisition will allow the Company to reduce costs without affecting its revenue by consolidating its operations with New Way's operations. As well, many of New Way's customers are businesses that utilize ticketing solutions applications and being a current vendor for these companies will provide increased opportunities for RepeatSeat's Ticket Relationship Management (TRMTM) solution software. Likewise, the Company estimates that its current customers will provide opportunities to market and expand New Way's arcade and redemption game services. In addition, planned new initiatives include integrating New Way's services with RepeatSeat's extensive data mining capabilities to enhance current customer loyalty programs, analyse customer behaviour, and enable online purchases or point of sale bar code redemptions. About RepeatSeat: RepeatSeat Ltd. is a leading interactive entertainment services company, offering private label ticketing throughout North America. RepeatSeat's innovative Ticket Relationship Management (TRMTM) solutions provide a proprietary portfolio of products to sporting and live event venues, tour and excursion companies, ski hills and the vast majority of Canada's movie theatres. All solutions feature full end-user data capture and management. For more information on RepeatSeat, visit www.repeatseat.com. For RepeatSeat investor relations needs, investors are asked to visit the RepeatSeat Investor Relations website at www.agoracom.com/IR/RepeatSeat where they can post questions and receive answers within the same day, or simply review questions and answers posted by other investors. Alternatively, investors are able to e-mail all questions and correspondence to RPS@agoracom.com where they can also request their addition to the investor e-mail list to receive all future press releases and updates in real time. Advisory Regarding Forward-Looking Statements: Certain information with respect to the Company contained herein contain forward-looking statements. These forward-looking statements are based on assumptions and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including, but not limited to, the impact of general economic conditions, industry conditions, stock market volatility and ability to access sufficient financing. As a result, the Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur. In addition, the reader is cautioned that historical results are not necessarily indicative of future performance.