EXHIBIT 99.1
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into this 7th day of January
2005, by and between Allied Investment House ("AIH"), a U.A.E. corporation and
Voyager Entertainment International Inc. ("VEII"), a Nevada corporation,
collectively referred to as the "Parties."
1. Overall Structure. The goal of the Parties is to initiate and finalize
appropriate due diligence towards a potential joint venture of a new entity
("Newco") to be jointly owned by AIH (or its partners/affiliates) and VEII (or
its assigns). Upon successful negotiations, Newco will be formed to accomplish
the following:
a. AIH (or its partners/affiliates) will provide sufficient funding for the
acquisition of the land and for the mutually agreed construction budget
(currently estimated at $150M) and provide the local expertise and relationships
for the development of a Voyager Orbitor Wheel (the "Wheel") in Abu Dhabi, as
well as any associated restaurants and/or hotels (collectively the "Project").
AIH (or its partners/affiliates) will own a percentage of Newco. It is
understood that AIH will take Newco public as a publicly formed Company and will
be listed on a regional or international exchange.
b. VEII (or its assigns) will provide the intellectual property,
technology, know how and relationships for the Project. VEII (or its assigns)
will own a percentage of Newco and will receive an amount of gross revenues from
the project to be negotiated. VEII (or its assigns) will also be paid a
negotiated premium above and beyond the agreed upon construction costs for the
Project for designing the Wheel and building of the Project. VEII (or its
assigns) will be the manager of the Project for Newco and will be authorized to
contract with a third-party management company approved by Allied. VEII (or its
assigns) will own a percentage of the new publicly formed U.A.E. Company
c. The exact structure and term sheet for Newco will be negotiated and will
be properly documented in separate definitive contract if agreement is reached.
The term sheet will be guided by generally accepted principles of valuation for
such Projects.
2. Negotiations. The Parties will use their best efforts to complete their
due diligence and consummate the transaction with definitive agreements by
6:00PM PST February 20, 2005.
a. From the date of this Agreement to the deadline for "consummation" the
Parties agree not to negotiate or enter into or continue discussions with any
other person or company or solicit or encourage, directly or indirectly, or
furnish information to any other person or company, with respect to a similar
business arrangement, in the GCC and Middle East. The Parties will immediately
notify any previous
parties to immediately cease and desist all current discussions, presentations,
negotiations, etc. in the region.
b. Upon completion of a definitive agreement, the Parties agree to make a
trip to the UAE for a formal presentation to the relevant authorities and
decision makers, within a mutually agreed upon and relevant time frame.
c. If a definitive agreement is finalized, the Parties will revoke all
other agreements, cease all negotiations with other parties, and guarantee total
exclusivity with each other for the Wheel and the Project for the GCC and the
Middle East.
d. If a definitive agreement is finalized, VEII (or its assigns) will grant
first right of refusal to AIH for the Middle East,
i. Where first right of refusal has already been granted to another
party, VEII (or its assigns) will grant AIH second right of refusal on any
future projects in whole or in part anywhere in the world
ii. In the event the party with "first right of refusal" status
declines or forfeits for non-performance at any time and does not take up
their right, their right must be revoked for any future options, and this
right will then revert to AIH.
3. Confidentiality of Negotiations. The Parties shall use best efforts to
maintain at all times as confidential information the fact that they have
executed this Agreement, the terms of this Agreement and the existence and
content of any negotiations between us except that both parties may (i) inform
advisors, counsel, and employees with a need to know as each party deems
necessary, and (ii) make appropriate disclosures if required by applicable laws.
4. Acknowledgement of Confidentiality: SIGNING PARTIES hereby acknowledges
that he/she has been or may be exposed to confidential and proprietary
information collectively, 'Confidential Information' throughout the negotiation
period:
a. Technical Information, including functional and technical
specifications, designs, drawings, security measures, methods of manufacture or
development;
b. Business information, including sales and marketing materials, products
or technology plans, business opportunities, client lists, accounting and
financial information, and
i. Any other confidential or proprietary information disclosed or
learned through access to VEII.
ii. Any information designated in writing as confidential.
5. Remedies for Breach of Confidentiality: Any breach of this agreement
will entitle the Parties herein to an immediate injunction against the other.
The Party that is in breach will pay any revenue gained, through any breaches as
assigned above, and to reimburse any and all legal costs incurred in any action
due to breach.
6. Governing Law. This Agreement shall be governed by the laws of the State
of Nevada.
7. Entirety. This Agreement constitutes the entire understanding and
agreement between the Parties hereto and their affiliate with respect to its
subject matter and supersedes all prior or contemporaneous agreements,
representations, warranties and understandings of such Parties (whether oral or
written). No promise, inducement, representation or agreement, other than as
expressly set forth herein, has been made to or by the Parties hereto. This
Agreement and its exhibit hereto may be amended only by written agreement,
signed by the Parties to be bound by the amendment.
8. Construction. This Agreement shall be construed according to its fair
meaning and not strictly for or against either party.
9. Miscelaneous: The parties agree to work in good faith and with fair
dealing in carrying out the intent and themes of this Agreement. No paragraph in
this Agreement conflicts with any other paragraph in any agreements that Voyager
may have previously entered into including but not limited to section (2.) (d.).
If the Parties fail to enter into a definitive agreement then they may part
without any obligation to each other, except that Voyager shall retain 100%
ownership in all intellectual property to include designs, drawings engineering,
architectural and structural design, etc,. All information released to the
public including press releases must be approved by both Voyager and AIH.
ALLIED INVESTMENT HOUSE, INC., VOYAGER ENTERTAINMENT
a U.A.E. corporation INTERNATIONAL, INC.,
a Nevada corporation
|
By: ______________________________ By: __________________________
Mohammed Khan,CEO Richard L. Hannigan, Sr., CEO
EXHIBIT 99.2
Allied Investment House and Voyager Entertainment have
Agreed to build a 600 ft. Observation Wheel in the GCC
LAS VEGAS, January 18, 2005 /PRNewswire-FirstCall via COMTEX/ -- Voyager
Entertainment International, Inc. (OTC Bulletin Board: VEII), an entertainment
development company, announced today that Allied Investment House (AIH) and
Voyager Entertainment International Inc. will, through a Joint Venture
Agreement, build a 600ft Observation Wheel in the GCC (Gulf Cooperation Council
- which consists of among others, the UAE, Bahrain, Qatar, Oman and several
other countries). Within this region, is one of the most powerful and vibrant
real estate markets in the world.
Allied Investment House will provide Voyager, 100% of the project financing, up
to $150 million. Voyager will design, construct and manage the project. The
ownership and operational relationship between AIH and Voyager will be detailed
in a Definitive Agreement, to be completed and released within sixty days.
Additionally, Voyager and AIH will form a GCC company that will be listed on a
stock exchange in the region.
Currently a new design is under development by the Paul Steelman Design Group.
This new design will rival the world-class architecture of the region. The new
design and location will be unveiled at the signing ceremony for the definitive
agreement
Project Information
The location for the project is in a very dynamic real estate market as well as
a high tourism area. This site is strategically important for the project as a
whole, as well as the Country where it will be located.
Mohammed Khan, CEO of Allied Investment House, stated, "This is one of the most
exciting projects to come to the region. We believe the Voyager Orbitor project
will become one of the most recognized global icons." Moreover, Aqeel Zaman,
head of AIH's Real Estate Development Group, believes the Voyager Wheel Project
will be "one of the most iconic, visually stunning and unique development
projects in the region."
Richard L. Hannigan Sr. President and CEO of Voyager Entertainment
International, Inc. stated, "Signing this joint venture Agreement with Allied
Investment House, Inc. solidifies a team effort several months in the making and
the start of a long term relationship. We look forward to building this "World
Class" project in the GCC and taking our place side by side other architectural
icons. This announcement signifies the beginning of Voyager's journey to design,
build and manage Observation Wheel projects in the USA as well as international
venues.
Allied Investment House
Allied Investment House operating out of the UAE to focus on the GCC and the
Middle East.
Since its inception, AIH has successfully funded companies and re-structured
their operating methodologies to conform to changing market environments. The
overall experience set of the AIH team include
transactions that have peaked well past $2 Billion.
Key areas of focus for AIH include:
Corporate Finance & Advise (IPO/RTO's, Strategic
Alliances, restructuring, etc),
Business Development/International expansion strategies,
Asset Management (Equities, Alternative asset classes,
Hedge Funds, etc)
Mergers & Acquisitions, and
Real Estate Development.
Allied Investment House offices are located in Washington D.C., Los Angeles,
Toronto, Hong Kong, and Dubai.
Voyager Entertainment International, Inc.
Voyager is an entertainment development company that has plans to construct the
"World's Tallest Observation Wheel," which we expect to be a 600-foot tall
high-tech attraction that would have, upon completion, the capacity of 7,500,000
guests per year with an average individual ride ticket of $18.00. We anticipate
that each Observation Wheel would consist of 30 Orbitors seating 20 passengers
and making a complete revolution approximately every 27 minutes. Our current
Orbitor design consists of its own galley and lavatory to achieve the maximum
comfort and safety for our guests.
Statements in is this press release which are not historical, including
statements regarding Voyager's or management's intentions, hopes, beliefs,
expectations, representations, projections, plans or predictions of the future
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and
the Private Securities Litigation Reform Act of 1995. Such statements include
statements that Voyager and Allied Investment House will joint venture where
Allied will provide all of the funding of the project and Voyager will design
construct and manage the project. There are factors that could have an effect on
"forward looking" statements, such as all parties agreeing to the terms and
conditions of a definitive agreement to build the project noted above. Since
these statements involve risks and uncertainties and are subject to change at
any time, Voyager's actual results could differ materially from expected
results. Voyager undertakes no obligation to publicly update or revise
forward-looking statements whether as a result of new information or otherwise.
It is important to note that Voyager's actual results could differ materially
from those in any such forward-looking statements. Various factors could cause
actual results to differ materially, such as the risk factors listed from time
to time in Voyager's filings with the Securities and Exchange Commission,
including but not limited to, the annual report on Form 10-KSB for the year
ended December 31, 2003, Form 10-QSB for the quarterly period ended March 31,
2004, Form 10-QSB for the quarterly period ended June 30, 2004, and for the
quarterly period ended September 30, 2004.
SOURCE Voyager Entertainment International, Inc.
CONTACT: Richard Hannigan, Chief Executive Officer of Voyager
Entertainment International, Inc., +1-702-221-8070
URL: http://www.voyager-ent.com
http://www.paulsteelman.com
http://www.prnewswire.com
Copyright (C) 2004 PR Newswire. All rights reserved.