Agoracom

CALGARY, ALBERTA, Jun 29, 2007 -- RepeatSeat Ltd. ("RepeatSeat" or the "Company") (TSX VENTURE:RPS), a North American leader in providing entertainment solutions, announces closing of 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 were no finder's fees payable in connection with the Acquisition and the Common Shares issued as consideration for the Acquisition are subject to regulatory hold periods and to an escrow agreement imposed by the Company. In connection with the Acquisition, the Company has also successfully completed each of the following debt and equity financings: (a) Pursuant to an offer to purchase, the Company has issued a $3,500,000 principal amount convertible debenture to each of Roynat Capital Inc. ("Roynat") and Knight's Bridge Capital Corporation ("Knight's Bridge") (collectively, the "Convertible Debentures"). The Convertible Debentures have a coupon rate of 10% per annum compounded annually, payable monthly in arrears, and mature and are payable in full on the day that is 60 months from its issue date (the "Maturity Date"). The Convertible Debentures are 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 $0.25 per Common Share, the debenture conversion price will be adjusted from $0.25 per Common Share to the higher of: (a) the price of the new offering, and (b) the closing market price on the date that the subsequent offering is conditionally approved by the TSX-V; if the debenture conversion price is so adjusted, it will also be adjusted by the same percentage as the reduction in year one for each of the following years: for example, if the conversion price is adjusted to $0.20, then the conversion price would be $0.20 for the remainder of the period to the second anniversary of the initial advance; $0.225 in the year commencing on the second anniversary to the third anniversary of the initial advance; $0.2475 in the year commencing on the third anniversary to the fourth anniversary of the initial advance; and $0.2722 after the fourth anniversary of the initial advance; subject to adjustments for stock splits and stock dividends. Proceeds from the Convertible Debenture will be used to pay the cash portion of the Purchase Price and transaction costs associated with the Acquisition. (b) The Company has also completed the first tranche of a non-brokered private placement (the "Private Placement") of 14,275,740 units ("Units") in the capital of the Company at a price of $0.25 per Unit for gross proceeds of $3,568,935. Each Unit consists 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 were made on a private placement basis pursuant to exemptions from the prospectus requirements of applicable securities laws. Proceeds from the Private Placement will be used to retire existing debt and for general corporate purposes. Common Shares issued in connection with the Private Placement are subject to a four month regulatory hold period. The second and final tranche of the non-brokered private placement of up to 1,724,260 Units for gross proceeds of up to $431,065 is also scheduled to close today. 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 $7,100,000 ($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. 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, RepeatSeat anticipates that the Acquisition allows 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. A summary of New Way's audited financial results for the periods ended October 31, 2006 and October 31, 2005, management prepared financial results for the four-month period ended February 28, 2007 follows: ---------------------------------------------------------------------------- Unaudited as at Audited as at Audited as at February 28, 2007 October 31, 2006 October 31, 2005 (YTD) ---------------------------------------------------------------------------- Assets 5,650,605 4,815,444 5,310,203 ---------------------------------------------------------------------------- Working Capital (839,471) (283,165) (721,575) ---------------------------------------------------------------------------- Shareholders' Equity 3,333,580 2,878,713 3,339,927 ---------------------------------------------------------------------------- Revenue 6,685,111 7,010,610 2,049,677 ---------------------------------------------------------------------------- Net Income (loss) 489,867 42,680 (33,204) ---------------------------------------------------------------------------- Detailed financial statements will be disclosed in the Business Acquisition Report to be filed within 75 days of closing the Acquisition. As a condition of closing the Acquisition, each of Knight's Bridge and Roynat are entitled to appoint a member to the Board of Directors of the Company. Messrs. Ira Traves, LL.B. and Markus Luft are the director appointees, subject to TSX-V approval. Mr. Traves is a Director of Knight's Bridge Capital Corporation and has over 25 years of senior management experience primarily in the technology sector in Canada and the United States. He was the senior resident officer of Packard Bell Electronics (Canada) and Packard Bell NEC, which was the pioneer and leading manufacturer of computers and peripherals for the home market, generating Canadian annual sales of over $150 million. He recently co-founded and led several successful businesses specializing in smart card technologies and affinity marketing services for international credit card processors and their related banking members and manufacturing and distribution of imaging products. Mr. Traves is also an Ontario lawyer, and a member in good standing of The Law Society of Upper Canada since 1977. He is a graduate of the University of Toronto, Faculty of Law and worked as a business advisory manager for Ernst & Young (then Clarkson Gordon) in its entrepreneurial services group for a number of years in the early part of his professional career. Mr. Luft is the first Executive-in-Residence at Roynat, a division of the Bank of Nova Scotia. He has over 30 years' experience in the information technology industry, most recently as Founder, CEO and Chairman of the Board of Headwater, a provider of technology solutions for the logistics industry, which was acquired by Accellos, Inc., a leader in logistics, transportation, warehouse and mobile fleet management solutions in September 2006. In addition to representing Roynat as a Board member on both Canadian and U.S. investee companies, Mr. Luft provides companies with hands-on-managerial expertise to assist in executing both short and long term growth strategies. He served as a senior executive with both public and private companies including, Burntsand Inc., Radcliffe Inc., Domtar Inc. and RCA. Mr. Luft is a graduate of McGill University, and the University of Waterloo, with a Masters Degree in Computer Science. With respect to Knight's Bridge's investment, their CEO Kenny Finkelstein said "We are very excited for the opportunity to provide capital to RepeatSeat and to assist them with the successful execution of their Innovative Ticket Relationship Management solution. We believe this is a very exciting company with state of the art technology, a well thought out business plan and strategic alliances with some of the finest companies in the country." About Roynat: Roynat Capital Inc. is a member of the Scotiabank Group of companies and is Canada's leading merchant bank specializing in innovative long-term capital and business solutions for mid-sized companies: high growth firms with sales between $5 million and $200 million. From providing traditional and non-traditional financing in the form of term loans, subordinated debt or equity, Roynat works with clients to help grow their business, to finance and execute mergers, acquisitions and divestitures, to restructure debt and equity capital or to arrange strategic partnerships. About Knight's Bridge: Knight's Bridge Capital Corporation, of Toronto, Canada, is a strategic investor offering debt and private equity funds across diverse industry segments. Its core competency is working closely with management of its portfolio companies. Knight's Bridge not only supports its clients with much needed capital but also partners with them to ensure the successful execution of a well thought out business strategy. 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.