BLAINVILLE, QC, Nov. 27 /CNW/ - World Outfitters Corporation Safari
Nordik ("World Outfitters" or "the Company") (TSX-V: SAF), today announced
further details following the signature of a letter of intent on November 15
for the acquisition of Mirage Outfitters. The Company continues its
negotiations for the acquisition of: all outstanding shares in 9077-2542
Québec Inc.: the holding company that owns all issued and outstanding shares
in Mirage Découverte Inc. and Epicerie Palmarolle Inc.; 90% of outstanding
shares in Mirage Aviation Inc.; and 80% of all issued and outstanding shares
in Mirage Outfitter (hereinafter the "Mirage Group") and all outstanding
shares in Mirage Aviation Inc. and Pourvoirie Mirage Inc. that are not already
owned by 9077-2542 Québec Inc.
This acquisition is fundamental to World Outfitters, is in-line with the
Company's strategic development plan and complements its activities without
changing them. Negotiations are being carried out on an arm's length basis,
and will not result in any changes to World Outfitters' control structure or
the emergence of a new controlling shareholder. Should matters unfold in a
normal fashion, negotiations will result in the signature of a new purchase
agreement within 60 days of closure of an offer to purchase or the abandonment
of negotiations, subject to payment of a $50,000 penalty by the withdrawing
World Outfitters Corporation will not owe any commissions or finder's
fees in connection with this transaction, which remains contingent on three
factors: 1) regulatory approval 2) a positive outcome of the respective
parties' due diligence, 3) World Outfitters' success in securing the financing
required to complete the acquisition and 4) TSX Venture Exchange approval.
The purchase price of the shares in 9077-2542 Québec Inc., Mirage
Aviation Inc., and Mirage Outfitter that are not held by the Company (present
valuation: $5.5 million) will be paid in cash and stock through the issuance
of 1,100,000 common shares in World Outfitters at a per-share price of $1.00,
and payment in cash of $4,400,000 as of the closing date.
The cash portion of the purchase price will be financed through debt and
equity, in particular through the issuance of debentures to certain Mirage
Group shareholders totaling $1,100,000 and by the completion of a private
placement, scheduled to coincide with the close of this transaction, for a
minimum of 2,800,000 in shares and/or convertible debentures at a per-share
price of $1.00.
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 as at October 31,
2007, Mirage Group had assets totaling $10,405,000, liabilities (including
customer deposits) of $7,583,000 and $2,822,000 in shareholders' equity.
Revenues to this date stood at $8,100,000, less inter-company transactions,
and earnings before interest, tax, depreciation and amortization (EBITDA)
totaled $1,400,000 and consolidated earnings before taxes of more than
About the Property Owners
The primary selling parties in this transaction are Lise Aubin, 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 leading sports outfitter, World Outfitters Corporation's mission is
to provide first-class hunting and fishing trips. In order to become a world
leader in its field, the Corporation is consolidating its position by
acquiring companies based in Northeastern Quebec operating in its line of
business. It intends to rely on recognition of its brand in order to develop
its activities worldwide.
Certain statements included herein, including those that express
management's expectations or estimates of our future performance, constitute
"forward-looking statements" within the meaning of applicable securities laws.
Forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by management at this time,
are inherently subject to significant business, economic and competitive
uncertainties and contingencies. We caution that such forward-looking
statements involve known and unknown risks, uncertainties and other risks that
may cause our actual financial results, performance, or achievements to be
materially different from our estimated future results, performance or
achievements expressed or implied by those forward-looking statements. This
list is not exhaustive of the factors that may affect any of our
forward-looking statements. Investors are cautioned not to put undue reliance
on forward-looking statements. All subsequent written and oral forward-looking
statements attributable to World Outfitters Corporation or persons acting on
our behalf are expressly qualified in their entirety by this notice. We
disclaim any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or
otherwise. Risks and uncertainties about our business are more fully discussed
in our Prospectus.
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; Eric Bouchard, The
Equicom Group Inc., (514) 844-7997, firstname.lastname@example.org