BAP Beacon Acquisition Partners

TORONTO, Feb. 18 /CNW/ -- TORONTO, Feb. 18 /CNW/ - Beacon Acquisition Partners Inc. (TSX Venture: BAP) ("Beacon"), a corporation listed on the TSX Venture Exchange (the "Exchange"), today announced that it has entered into a share purchase agreement (the "Share Purchase Agreement") with each of AIC, Inc., Frank Wainscott and Waterford Financial Services, Inc. ("Waterford") to acquire all of the issued and outstanding shares of Waterford from AIC, Inc. and Frank Wainscott (the "Vendors"). Waterford is a United States broker-dealer investment firm headquartered in Richmond, Virginia. The Share Purchase Agreement replaces the letter of intent (the "LOI") between the same parties that was announced by Beacon on January 13, 2011. The Share Purchase Agreement has similar terms to the LOI. Pursuant to the Share Purchase Agreement, Beacon has agreed to issue a total of 3,717,747 common shares of Beacon ("Beacon Shares") at a deemed price of $0.25 per share ($929,436.75), as well as a 5 year promissory note in the amount of $255,000 (the "Note") in exchange for all of the issued and outstanding shares of Waterford. The Beacon Shares will be split into two tranches, the first tranche of 1,875,000 Beacon Shares will be held in escrow and released to the Vendors in three equal annual installments commencing on January 1, 2012. The second tranche of 1,842,747 Beacon Shares will also be released to the Vendors in three equal annual installments commencing on January 1, 2012 but are subject to a clawback by Beacon in the event that adverse claims against Waterford arise and result in a financial loss to Beacon during the first year following closing. The Note will bear no interest for the first year and afterwards will bear interest at a rate of 7% per annum. The Note will be convertible at the sole option of Beacon into Beacon Shares at a price of $0.25 per Beacon Share for the first 21 months after issuance. In addition, Beacon has agreed to issue 603,950 Beacon Shares to certain employees and contractors engaged by Waterford following completion of the acquisition of Waterford as an incentive for such persons to remain employed or engaged with Waterford. The Beacon Shares will vest as determined by Beacon. Beacon may also grant 175,000 options to purchase Beacon Shares for a period of three years to certain employees and contractors of Waterford. Pricing of the options shall be determined when the options are issued. The options will vest in two tranches, half on January 1, 2012 and the other half on January 1, 2013. The transaction is subject to, among other things, satisfactory results of due diligence investigations of Waterford and standard closing conditions. The transaction is an arm's length transaction and is subject to the approval of all applicable regulatory authorities, including the Exchange, the Financial Industry Regulatory Authority of the United States and the shareholders of Beacon. This transaction may result in AIC, Inc. becoming a control person of Beacon, as determined in accordance with the policies of the Exchange. If AIC receives all the Beacon Shares to which it is entitled pursuant to the Share Purchase Agreement and if the Note is converted in full, AIC will hold 3,888,940 Beacon Shares, which is greater than 20% of the issued and outstanding Beacon Shares upon completion of the transaction. However, as noted above, the Beacon Shares will be released to AIC in tranches over three years with the final tranche not being released until January 1, 2014. Also, the Note is only convertible into Beacon Shares at the option of Beacon and Beacon currently has no intention of converting the Note to Beacon Shares. Due to the fact that the transaction may result in a new control person of Beacon, the Exchange requires shareholder approval of the transaction. Accordingly, Beacon intends to obtain a resolution of its shareholders approving the transaction and approving AIC, Inc. as an insider of Beacon. AIC is a widely held financial services holding company based in Richmond, Virginia. The only controlling shareholder of AIC is Nick Skaltsounis, who owns approximately 25% of the issued and outstanding shares of AIC. Mr. Skaltsouis is also the President, Chief Executive Officer and sole director of AIC. AIC does not carry on any active business other than its ownership of Waterford. About Waterford Investor Services, Inc. Waterford, established in 1998, is a full-service broker dealer headquartered in Richmond, Virginia. Waterford offers investment solutions for both retail and institutional clients with a full range of insurance and securities products. The firm has approximately 60 licensed professionals. Waterford is also a Registered Investment Advisory firm and has a diverse selection of money management options. Waterford's trades are cleared and customer accounts are held at RBC Correspondent Services, a division of RBC Capital Markets Corporation, one of the largest investment banking firms in North America. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release. The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this release. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/February2011/18/c4290.html pRobert P. Mather, Chairman & CEO  1-201-447-2486/p p align="justify"James A. Hintz, President & CFO 1- 715-552-2741/p

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