VANCOUVER, April 23 /CNW/ - Aegis Investment Management (Golf) Inc. ("Aegis" or the "Company") (TSX-V: AIM.V) announced today that it has signed a formal agreement to acquire select assets of iQuest Performance Inc. pending Regulatory approval. The assets include all of iQuest's intellectual property (including, without limitation, trademarks and domain names) and copyrighted works (including, without limitation, training videos, manuals and related components) that together comprise the "Enterprise Value Components" of iQuest.
iQuest, carrying on business as iQuest Performance Centers, is a private company based in Surrey, British Columbia, that has developed a new model to deliver: (a) affordable, world-class training to athletes of all ages and abilities; and (b) development programs to less active youth. iQuest's founder, principal shareholder and president, Richard Carrick, is one of management's nominees for election as a director at the Company's annual meeting scheduled for April 29, 2010. Neither iQuest nor Mr. Carrick is currently a "Non-Arm's Length Party," as that term is defined in the policies of the TSX Venture Exchange (the "Exchange"), in relation to the Company, or any of the Company's current directors, officers or other insiders.
"By combining the passion, knowledge and training tools developed by iQuest to Aegis' existing specialized golf-training program, we are able to offer our franchisees further expertise in golf-training and beyond. The result is a powerful tool for complete athletic training," said Tom Matzen, President and CEO of Aegis. "Very much like our proprietary Straight-Line(TM) Golf methodology, iQuest's Athletic Performance Training which extends to 64 different sports including a Golf Body Science program, takes a systematic approach based on extensive research and development, enhanced by Mr. Carrick's own experiences in high-performance sports training. In the near term, we look forward to offering iQuest's development programs at our Parmasters Golf Training Centers. Long term value will extend well beyond golf-training into additional athletic training opportunities. Based on iQuest's track record in their existing centers, this acquisition is targeted to add at least $250,000 of net income to each of our golf training centers. We look forward to adding this accretive revenue to our eight existing revenue streams in the golf training centers."
The purchase price for iQuest's Enterprise Value Components is $4 million, payable by Aegis as to $1 million in cash, and as to $3 million in fully-paid and non-assessable common shares in the capital of Aegis.
The cash component of the purchase price is payable as follows: (a) $50,000 will be paid upon closing of the Company's previously-announced $1.5 million private placement of 3 million common shares, out of the net proceeds thereof; (b) $50,000 will be paid out of (i) the net proceeds of the next private placement financing, if any, completed by the Company, or (ii) cash flow from the Company's operations in excess of that amount; and (c) until the balance has been paid, an amount equal to 20% of all additional private placement financings, if any, effected by the Company. No interest will accrue on the balance of the outstanding purchase price, which will be unsecured. Due to iQuest senior management's wide circle of contacts and public market experience, they have linked the cash payment of this purchase to the combined results of the Company performance.
The share consideration will be issued to iQuest at a deemed issue price of $0.50 per share, pursuant to an exemption from the prospectus and registration requirements of the Securities Act (British Columbia). Such shares will be subject to a four-month hold period as required pursuant to the Securities Act (British Columbia) and the policies of the Exchange. If the shares are not otherwise subject to additional escrow restrictions, they will also be made subject to a voluntary pooling agreement whereby: (a) 5% of the shares will be free of any pooling restrictions; (b) 5% will be released from the pooling restrictions 6 months following the closing date of the asset purchase transaction (the "Closing Date"); (c) 10% will be released from the pooling restrictions 12 months following the Closing Date; (d) 10% will be released from the pooling restrictions 18 months following the Closing Date; (e) 15% will be released from the pooling restrictions 24 months following the Closing Date; (f) 15% will be released from the pooling restrictions 30 months following the Closing Date; and (g) 40% will be released from the pooling restrictions 36 months following the Closing Date.
Currently, there are approximately 43,367,000 common shares of the Company outstanding. Accordingly, assuming that the previously-announced private placement of 3,000,000 common shares also closes, the 6,000,000 common shares contemplated to be issued by the Company to iQuest in connection with the asset purchase transaction will represent approximately 11.5% of the Company's common shares anticipated to be issued and outstanding at the time of closing.
Each party has substantially completed its due diligence review of the other party's business and affairs, and closing of the transaction remains subject only to the approval of the Exchange.
About Aegis Investment Management (Golf), Inc., symbol AIM.V
Aegis is a Vancouver, Canada based franchise company building shareholder value and profits by focusing on helping golfers lower their scores, have more fun, and do more business on and off the golf course.
Their family of golf franchise brands include Parmasters Golf Training Centers, Links Golf Cafes, and Quantum Business Golf Seminars. Each are designed to help Individual Franchise Owners and Area Developers have more life and more profits. The Franchise Division is supported by a Real Estate Division, a Finance Division, and a Web 2.0 Division, all designed to support the growth and expansion of the franchise brands. Led by an experienced franchise development team, Aegis has created the world's first golf franchise company that literally guarantees results.
For corporate info: www.AegisInvestmentManagement.com
For franchise info: www.YourGolfFranchise.com
Certain information in this press release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this press release describes the Company's expectations as of the date of this press release. The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from a conclusion, forecast or projection in such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events.
Forward-looking statements included in this press release include the Company's expectation with respect to the closing of the asset purchase transaction with iQuest and the previously-announced private placement, statements regarding the agreement between the parties as to future cash payments on account of the purchase price, and statements concerning the Company's plans as to the integration and deployment of the "Enterprise Value Components" of iQuest into its own operations following closing. Among other things, there is no assurance that the funds from the previously-announced private placement will be released from escrow on a timely basis, if at all, or, if released, that they will not be subject to prior lien, attachment or encumbrance by a third party. In addition, the Exchange, in its discretion, may refuse to accept the asset purchase transaction.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF AEGIS AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
SOURCE AEGIS INVESTMENT MANAGEMENT (GOLF), INC.
For further information: For further information: Tom Matzen, President and CEO, Aegis Investment Management (Golf), Inc., Telephone: 1-800-663-2331, Fax: 1-800-416-6325, Email: email@example.com, Corporate URL: www.aegisinvestmentmanagement.com, Franchise URL: www.YourGolfFranchise.com