BLAINVILLE, QC, July 8 /CNW/ - World Outfitters Corporation Safari Nordik
("World Outfitters" or "the Corporation") (TSX-V: SAF). On November 27, 2007,
the Corporation announced details of the terms under which it signed a letter
of intent for the acquisition of the various companies comprising the Mirage
On July 4, 2008, the Corporation executed two stock purchase offers with
Mirage Group shareholders, one of which is conditional on the right of first
refusal granted to Native people to establish and operate outfitting
facilities in Category III lands as stipulated in the Act Respecting Hunting
and Fishing Rights in the James Bay and New Québec Territories (R.S.Q. chap.
D-13.1) (the "Right of First Refusal") and subject to TSX Venture Exchange
According to the terms of these offers, the selling price for 100% of
Mirage Group shares has been set at a maximum of $5,500,000 and remains
subject to a downward adjustment of no more than $2,000,000, based on earnings
before interest, tax, depreciation and amortization ("EBITDA") recorded for
the financial years ending March 31, 2010 and 2011.
The agreement of sale intended to follow up on the share purchase offers
and render them effective must be signed within ten (10) days of the lapse of
the Right of First Refusal and include an initial payment, in the amount of
$3,500,000, on the selling price; the balance of $2,000,000 - subject to any
downward adjustment - will be payable through the issuance of $1,000,000 in
common shares in the Corporation, at a per-share amount equal to the average
weighted price set for these shares over the last ten (10) days of trading on
the TSX Venture Exchange prior to the closing date, in two (2) equal payments
of $500,000 that will be due on June 30, 2010 and 2011 respectively.
In the meantime, the sum of $2,000,000, which represents the proceeds of
convertible loans granted to the Corporation by FIER Croissance durable s.e.c.
and FIER CPVC-Montréal s.e.c. under the terms of two loan agreements worth
$1,000,000, dated July 4, 2008, will be held in trust as a guarantee of
payment covering part of the selling price.
The FIER-granted loans are interest-bearing at an annual rate of 12.5%
and can be fully or partly converted, at the lenders' discretion, into common
shares in the Corporation at a per-share amount equal to the average weighted
price set for these shares over the last ten (10) days of trading on the TSX
Venture Exchange prior to the exercise date for this option, with a premium
price mark-up of 0% to 45 % over four (4) years.
About the Mirage Group
The Mirage Group employs between 50 and 60 people during peak season and
operates a number of companies, including an aviation business and a grocery
store that meet the needs of clients who reserve its lodging facilities when
booking hunting and fishing expeditions with Mirage Outfitter.
Mirage Outfitter is the largest winter caribou hunting outfitter in
Eastern Canada, with a market share exceeding 50%; located at Kilometer 358 on
the Trans-taiga Road in the James Bay region, the site features its own
landing strip, a five-star main lodge located on the shores of the Rivière La
Grande and eight private cottages for clients interested in the hunting,
fishing and outdoor activities also offered by Mirage.
According to the unaudited consolidated balance sheet produced by
management as at March 31, 2008, Mirage Group had assets totalling
$9.3 million, liabilities (including customer deposits) of $5.8 million and
$3.5 million in shareholders' equity. Revenues to this date stood at
$7.9 million, less inter-company transactions, with earnings before interest,
tax, depreciation and amortization (EBITDA) totalling $1.3 million and
consolidated earnings before taxes of more than $317,000.
About the Property Owners
The primary selling parties in this transaction are Lise Aubin and Luc
Aubin, of Quebec, and Jacques Breton from Ontario, who own equal portions of
all voting and participating shares in 9077-2542 Québec Inc., directly and
indirectly through their respective management companies: 9072-9666 Québec
Inc., 2971-9937 Québec Inc. and 1118761 Ontario Inc.
A further 20% of all issued and outstanding shares in Mirage Outfitter
are owned by the Fonds Régional de Solidarité FTQ Nord-du-Québec.
About World Outfitters Corporation
As a recipient of the Gold award at the Gala des Grands Prix du Tourisme
in the Outfitter category, World Outfitters Corporation's mission is to
provide world-class hunting and fishing trips. In order to become a world
leader in its field, the Corporation intends to consolidate its position by
acquiring companies based in Northeastern Quebec operating in its line of
business. It will rely on recognition of its brand in order to develop its
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information:
For further information: Nicolas Laurin, President and Chief Executive
Officer, World Outfitters Corporation, (450) 971-1800; Arianna Vanin, The
Equicom Group Inc., (514) 844-4680, firstname.lastname@example.org