Leisure Canada confirms Dubai's Profile Group completes due diligence and agrees to $20m investment

Additionally, Profile and persons associated therewith have agreed to invest $5m in the Company's operating subsidiary, Wilton Properties Limited (Wilton). Profile is a Dubai-based investment group with global interests in real estate across India, the Gulf Cooperation Countries (GCC), Cape Verde and North Africa.

The transaction is composed of Profile holding 49% of the issued and outstanding shares of the Company at the time of closing. This will result in the issuance of 60 million units at C$0.25 each for aggregate proceeds of C$15,000,000. Each unit will be composed of one Class "A" common share plus one-half warrant. One full warrant would entitle the holder to subscribe to one additional common share of LCI for a period of 24 months after the closing date at a price of C$0.35 per share.

The Company will undertake to extend the term of the warrants for a further 24 months at an exercise price of C$0.40 in the third year and C$0.45 in the fourth. Additionally, Profile will acquire a 25% holding of the outstanding capital of Wilton by means of the subscription of new shares in Wilton for a total sum of $5m. Finally, LCI will arrange for the appointment of two directors nominated by Profile to the Company's Board of Directors.

Profile has also expressed its strong desire to have Mr. Walter Berukoff remain as Chairman of the Company for a further period of not less than five years. The completion of this transaction is subject to all the necessary regulatory and shareholder approvals.

Commenting on the investment, Mr. Hanif Patel, Founder and Chairman of the Profile Group, said "Cuba is an exceptional market; one of the most exciting markets we have seen. We have visited all of Leisure Canada's sites in Cuba and met with their partners, Grupo Hotelero Gran Caribe S.A. The sites are world class and the partners have a real commitment and long term vision for the development of Cuba as a major tourist and resort destination.

We are very happy with our decision to go ahead with this investment and to become LCI's largest shareholder. Profile will offer many synergies to LCI; assistance with design; access to capital to develop the projects; a strong international marketing net work with over 30,000 existing clients and contacts; and a significant international team of experts to support the Cuban developments."

Walter Berukoff, the Executive Chairman of Leisure Canada said, "Profile has completed its extensive due diligence procedure and is confident in making this investment into Leisure Canada. Cuba is without a doubt one of the most exciting new markets in the world. With the backing of a vertically integrated global real estate developer such as Profile, we are ready to accelerate development of our world class asset base in Cuba and become that nationfs premier hospitality and resort development company."

MAC Capital Limited, an Investment Bank, and Killik & Co (Middle East& Asia) LLP, an investment advisory group, both operating from the Dubai International Financial Centre and authorized by the Dubai Financial Services Authority, were joint advisors to LCI in this transaction.

Fyshe Horton Finney Ltd, authorized and regulated by the Financial Services Authority (FSA) acted as sole advisors to Profile Investments & Profile World in this transaction.

Leisure Canada is a leading developer of luxury resorts in Cuba, with multiple properties currently under development, including five-star hotels, over 4,200 hotel rooms and PGA championship golf courses.