VANCOUVER, BC – October 3, 2016 – ZoomAway Travel Inc. (formerly named Multivision Communications Corp.) (TSX VENTURE: MTV) (the “Company”) is pleased to announce that it has completed the acquisition (the “Transaction”) of ZoomAway, Inc. (“ZoomAway”). The Company also announces completing a concurrent private placement offering raising gross proceeds of approximately CAD $2,354,000. The Company expects that its common shares will commence trading on the TSX Venture Exchange on October 5, 2016, under the trading symbol “ZMA”.
The Transaction constitutes a “change of business” pursuant to Policy 5.2 of the TSX Venture Exchange (the “Exchange”). The Company acquired all of the issued and outstanding shares of ZoomAway and will issue an aggregate of approximately 6,200,000 common shares (“Shares”) to the shareholders and employees of ZoomAway, including 2,000,000 Shares which are subject to a holdback. Of these shares, 6,119,247 will be subject to an escrow agreement among the Company, Computershare Trust Company of Canada and certain principals of the Company.
Concurrent with the completion of the Transaction, the Company completed a non-brokered private placement offering (the “Offering”) of 23,540,660 units (the “Units”) at a price of $0.10 per Unit. Each Unit consists of one Share and common share purchase warrant (a “Warrant”) of the Company. Each whole Warrant entitles the holder to acquire one Share at a price of $0.13 per Share on or before September 30, 2021, subject to subject to acceleration if, after four months and one day after closing of the Offering, the volume weighted average closing price of the Company’s Shares on the Exchange is for a period of 20 consecutive trading days is greater than $0.20 (the “Trigger Event”). To abridge the exercise period, the Company must give notice in writing to the holders of Warrants within 30 days of a Trigger Event, and, if it does so, the Warrants will, unless exercised, expire on the earlier of the 30th day after the expiry acceleration notice is given and the date the Warrants would ordinarily expire had no expiry acceleration notice been given. The net proceeds from the Offering will be used by the Company to implement ZoomAway’s business growth plans and for general working capital.
In connection with the Offering, the Company paid a cash finder’s fee in the amount of $187,667 and issued 187,867 warrants (“Finder’s Warrants”). Each Finder’s Warrant entitles the holder thereof to acquire one Share at a price of $0.13 per Share until September 30, 2021.
Following completion of the Transaction, the Company’s management team and board of directors are as follows:
- Hon. Jerry Grafstein, Q.C. – Chairman and Director
- Sean M. Schaeffer – Chief Executive Officer, President and Director
- Altaf Nazerali – Director
- Moe Dilon – Director
- Steven D. Rosenthal – Director
- Mirza Rahimani – Chief Financial Officer
- Sandra Buschau – Corporate Secretary
Mr. Altaf Nazerali, has retired from his position as President & CEO but will continue to serve on the Company’s Board of Directors. “Aly has made significant contributions to the development, growth, and success of Multivision over the past 20 years,” said The Hon. Jerry Grafstein, chairman of the board. “We sincerely appreciate his leadership and are grateful that he will continue to serve on the board.”
Mr. Sean Schaeffer is appointed as the new President & CEO and will also serve as a Director. A lifelong resident of the Reno/Tahoe area, Sean has spent the last 30 years in the Gaming and Hospitality industries and has extensive experience working in both major hotels and large casino operations. His entrepreneurial spirit led him to create his own companies that specialized in technology that assisted hotels and the resort community in better engaging their clientele. His previous work has helped pioneer technologies that have changed how booking rooms and activities benefit customers and maximize profitability.
The Company has also established an advisory board comprising of industry specialists with an aim to assist the Company in bringing its brand to the marketplace. The initial members of the Company’s advisory board are Robert Cashell, Sr. and Anthony Mavrides.
Mr. Robert A. Cashell, Sr.’s business career has spanned nearly 50 years primarily in the gaming industry. Mr. Cashell began his gaming career in 1967 when he and four friends bought Bill & Effie’s Truck Stop located just west of Reno, Nevada. He personally managed the growth of the company, now known as “Boomtown” and completed a master plan for the hotel and casino development. He sold his interest in 1988. Mr. Cashell later served as Chairman of the Board of Cashell Enterprises, a hotel-casino management company and owned, operated or managed numerous gaming properties including the Alamo Travel Plaza and the Topaz Lodge.
Mr. Cashell is one of Nevada’s best-known business and public figures having served on the University of Nevada System of Higher Education Board of Regents. Following his term as a University Regent, he was elected Lieutenant. Governor for the State of Nevada in 1982. Working together with then Governor Richard Bryan, they created both the Nevada Commission on Economic Development and the Nevada Commission on Tourism. Mr. Cashell subsequently served as Chairman of both Commissions. Mr. Cashell was the Mayor of the City of Reno from 2002 to 2014.
Tony Mavrides recently concluded a career in the gaming industry that covered over 32 years. He began his career with Circus Circus as an internal auditor in 1983 and following a number of advancements, he became General Manager and Vice-President of Circus Reno, a position he held until retirement this year.
He currently is a partner in a company that owns eight casual dining restaurants (Black Bear Diner) in California and Nevada.
“Both Mr. Cashell and Mr. Mavrides have unique backgrounds and will be influential in helping Zoomaway advance our business goals. I’m honored to be working with a group of this caliber,” shared ZoomAways newly appointed CEO, Sean Schaffer.
Pursuant to the Transaction, the Company has allocated an additional 16,000,000 Shares (“Incentive Shares”) which may be issued to certain directors, officers, employees, and consultants of the Company, subject to the Company meeting gross billing and net profit targets as set out in the Information Circular. Directors, officers, and other insiders were granted rights to receive up to an aggregate of 13,750,000 Incentive Shares, as follows: GR Solutions, LLC, 6,700,000 Incentive Shares; Sean M. Schaeffer, 4,000,000 Incentive Shares; Altaf Nazerali, 700,000 Incentive Shares; Jerry Grafstein, 700,000 Incentive Shares; Moe Dilon, 700,000 Incentive Shares; Mirza Rahimani, 700,000 Incentive Shares; and Sandra Buschau, 250,000 Incentive Shares.
In connection with the Transaction, the Company has changed its name from Multivision Communications Corp. to ZoomAway Travel Inc.
Further details regarding the Transaction and the Offering can be found in the Company’s management information circular dated March 24, 2016, which is available on the SEDAR website at www.sedar.com.
NOT FOR DISSEMINATION OR RELEASE IN THE UNITED STATES FOR IMMEDIATE RELEASE IN CANADA
Or for additional information contact: Sean Schaeffer, President, ZoomAway Inc., at 775-691-8860
About Us
ZoomAway, Inc. (Nevada Co.) provides leading hotels, golf resorts, ski resorts, and activity providers with a seamless, scalable, and fully integrated technology platform that allows for the discounted packaging of lodging, ski, golf, activities, and attractions. It seamlessly integrates into client websites, providing their customers with a real-time one-stop shop for all of their travel and recreational needs. Additional information about ZoomAway Inc. can be found at www.zoomaway.com.
Forward-Looking Statements
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release.
