ARRANGEMENT AGREEMENT Among REPECHAGE INVESTMENTS LIMITED AND REPECHAGE RESTAURANT GROUP LTD. AND ELEPHANT & CASTLE GROUP INC. January 22, 2007Arrangement Agreement • January 24th, 2007 • Elephant & Castle Group Inc • Retail-eating places • British Columbia
REPECHAGE INVESTMENTS LIMITED, a corporation incorporated under the laws of Newfoundland and Labrador (hereinafter referred to as the “Parent”),
ELEPHANT & CASTLE GROUP INC. ELEPHANT & CASTLE GROUP INC. ENTERS INTO DEFINITIVE AGREEMENTArrangement Agreement • January 24th, 2007 • Elephant & Castle Group Inc • Retail-eating places
VANCOUVER, BRITISH COLUMBIA, CANADA – January 23, 2007 Elephant & Castle Group Inc. (the “Company”) (OTCBB - PUBSF) today announced that it has entered into a definitive agreement (the “Arrangement Agreement”) with Repechage Investments Limited, a corporation based in Halifax, Nova Scotia (“Repechage Investments”) and Repechage Restaurant Group Ltd. (“Repechage”), a wholly-owned subsidiary of Repechage Investments, with respect to the previously announced acquisition by Repechage of all outstanding securities of the Company. The transaction will result in a purchase price of US$0.7982 per common share and US$2.3946 per preferred share of the Company and will be implemented by way of a court approved plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia).
