MONTREAL, Nov. 14 /CNW Telbec/ - Further to its preliminary news release
of August 14, 2008, Parta Growth Capital I Inc. ("Parta" or the "Company")
(TSX-V: PAG.P), a Capital Pool Company, in accordance with the policies of the
TSX Venture Exchange Inc. (the "TSX V"), is pleased to confirm that its board
of directors has approved a letter of intent dated August 13, 2008, pursuant
to which the Company conditionally agreed to acquire all of the issued and
outstanding common shares of Edu-Performance Canada Inc. ("EDU",
www.eduperformance.com.). This transaction (the "Acquisition") will constitute
the Qualifying Transaction of Parta, as this term is defined in Policy 2.4 of
the TSX V Corporate Finance Manual and will result in the listing of Parta as
a Tier 2 Technology or Industrial Issuer.
Following the release of the financials statements of EDU for its year
ended May 31, 2008 and the completion of the due diligence process by the
parties, the Acquisition price shall be $1,278,000 to be entirely paid by the
issuance of an aggregate of 9,830,769 common shares of Parta ("Parta Shares")
at a deemed price of $0.13 per Parta Share (prior to Consolidation) to holders
of EDU shares ("EDU Shares").
As part of the Acquisition and immediately following the exchange of
shares, the Parta Shares will be consolidated so that each shareholder shall
receive one common share of Parta for each three (3) common shares held (the
"Consolidation"). Other outstanding convertible securities of Parta (namely
broker warrants issued to Canaccord Capital Corporation) pursuant to Parta's
initial public offering and options granted to the directors of Parta under
the Parta stock option plan) will also be consolidated using the same
consolidation ratio.
Credifinance Securities Limited (the "Sponsor") has agreed to act as
sponsor in regards to the Acquisition. In consideration of its services, the
Sponsor shall paid a sponsorship fee of $20,000 and be granted 75,000 options
of Parta (pre-consolidation), each option being convertible into one (1) Parta
Share at a price of $0.13 for a period of 24 months from grant. An agreement
to sponsor should not be construed as any assurance with respect to the merits
of the transaction or the likelihood of completion.
The Acquisition contemplates several additional items occurring upon its
completion that will require the approval of Parta shareholders, including:
(a) the change of name of Parta to "Parta Sustainable Solutions Inc." or such
other name as may be mutually agreed to by the parties; (b) changing the Board
of directors of Parta to nominees mutually agreed to by the parties (as
described in this news release); (c) the Consolidation of the Parta Shares;
and such other matters as the parties may determine necessary or advisable. A
special meeting of shareholders of Parta will be held for the purpose of
approving the foregoing items, all of which will take effect, if approved,
upon the completion of the Acquisition.
In connection with the Acquisition, Parta has advanced the sum of $25,000
to EDU, which shall be uses for general working capital purposes. An
additional sum of up to $200,000, bearing interest at the rate of ten percent
(10%) per annum, may be further advanced by Parta to EDU as a guaranteed loan,
the whole subject to the approval of the TSX V in accordance with applicable
policies.
Completion of the Acquisition is subject to a number of conditions,
including but not limited to the satisfaction of the minimum listing
requirements of the TSX V, TSX V acceptance of the Acquisition as Parta's
Qualifying Transaction pursuant to its policies, shareholder approval as set
out above, and any other required approvals or consents.
The Acquisition is not a "non-arm's length Qualifying Transaction" within
the meaning of Policy 2.4 of the TSX V as the directors and officers of Parta
have no ownership or interest in EDU and, as such, shareholder approval is not
required for purposes other than in connection with the ancillary matters set
out above, unless otherwise required by the TSX V.
A Filing Statement in respect of the Acquisition will be prepared and
filed in accordance with Policy 2.4 of the TSX V on SEDAR at www.sedar.com no
less than 7 business days prior to the closing of the proposed Acquisition. A
news release will be issued once the filing statement has been filed as
required by TSX V policies.
About EDU
EDU is a private company with head office in the Montreal area, involved
in the design and commercialisation of human capital development contents and
technologies and is constituted under the laws of the Province of Quebec. EDU
is the owner of all issued shares of Formanet Inc., its wholly owned
subsidiary. It serves the Canadian and European markets through direct sales
and a network of resellers. Since its creation in 1991, EDU has developed a
Web toolkit and an extensive content portfolio for human capital assessment,
management and development. Its solutions are designed to address strategic
objectives that large organizations face in human capital management because
of massive retirements, lack of expertise and continually changing business
needs.
In Canada, EDU is the oldest training & educational technology developer
with the largest web based content portfolio and the oldest virtual campus,
both of them representing huge barriers to entry for new comers in this
industry. EDU's products are used by most of the top 200 companies in Quebec
(including Hydro-Quebec, Bombardier, National Bank of Canada, Caisses
Populaires Desjardins, Canadian Automobile Association, Molson, IBM, Le
Gouvernement du Québec), and in some very large corporations with head office
in the rest of Canada. Also, EDU provides web technology solutions to
multinational European organizations (Auchan, Schneider, OSEO, Ministère
Français de l'intérieur, Marine Nationale, AXA, WTO, etc). EDU serves hundreds
of businesses in many continents in three languages (French, English, and
Dutch).
Perfectly complementary and integrated, EDU's offering includes an online
office automation courses catalogue (350 on-line contents), a professional
software to quickly and easily design interactive informational and training
contents (Tactic! Editor), an extensive corporate development management
system (Tactic! LMS) and professional tailored interactive multimedia course
development services. EDU offers a unique approach to human resource
development, proven methodologies and an extensive expertise on major
projects.
Based on its expertise and on the demand from its broad consumer base,
EDU is in the process of completing the development of its Sustainable
Development Module in order to address what EDU considers as one of the
fastest growing need for its clients.
EDU currently has 4,680,393 EDU Shares issued and outstanding. EDU has
six shareholders, three of which hold at least 10% of the issued and
outstanding EDU shares, namely, Andre Goli of Brossard, Quebec, owns forty
percent (40%) of the outstanding EDU Shares; Dany Bouchard of Saint-Bruno,
Quebec, owns twenty-seven percent (27%) of the outstanding EDU Shares and
Sylvain Dufour of Saint-Jean-sur-Richelieu, Quebec, owns twenty-seven percent
(27%) of the outstanding EDU Shares. Mr. Goli is the President and Mr. Dufour
is the vice-president of EDU and Mr. Goli, Dufour and Bouchard are the sole
directors of EDU. Up to fifty percent (50%) of the Parta shares to be issued
to each of Andre Goli and Sylvain Dufour will be subject to a cancellation by
Parta for an aggregate consideration of $1.00 in the event any of them leaves
his employment or is terminated for cause during the 24 months period
following the Acquisition.
EDU has prepared audited financial statements for the years ended May 31,
2008 and May 31, 2007, and is in the process of completing unaudited financial
statements for the period ended August 31, 2008 which will be included in the
Filing Statement prepared in connection with the Acquisition.
For the financial year ended May 31, 2008, EDU generated sales and other
revenues totaling $1,199,482 and incurred operating expenses of $1,484,676,
for net losses of $224,119 compared with losses of $40,423 for the year ended
May 31, 2007. EDU's assets totaled $1,062,446 as at May 31, 2008, mostly
comprised of tax credit receivables ($578,687) and deferred development costs
($244,297). EDU's liabilities totaled $967,549 mostly comprised of accounts
payable ($425,459) and loans payable ($223,600) to Investissement Quebec.
Proposed Management and Directors
As part of the Acquisition, EDU's current management will assume
management responsibility for the resulting public company and, subject to
shareholder approval, Parta's Board of directors will be comprised of the
persons listed below. The following are brief descriptions of the management
team and the proposed nominees for directorships.
André Goli, Director and President
Mr. Goli is currently director and the President of EDU and a proposed
director and President of the resulting issuer. After having received a
bachelor's degree in law in Montpellier, France, followed by a business
bachelor's degree from l'ESIAE, Paris, in 1991, Mr. Goli founded the company
Edu-Performance Canada in Montréal. As a pioneer of online learning in Québec,
Mr. Goli introduced one of the largest collections of online office automation
content training programs in the francophone market, which over the years has
expanded greatly with multimedia technologies, networking, intranet and
Internet. Over time, Mr. Goli has supervised the development of numerous
technologies that are today force of Edu-Performance Canada.
Paul Allard, B.A., M.B.A.., Director and Chairman
Mr. Allard is currently director and the President of Parta and a
proposed director and Chairman of the resulting issuer. Mr. Allard holds a
Bachelor of Arts in music and an M.B.A. (Masters of Business Administration)
in International Marketing from the Ecole des Hautes Etudes Commerciales in
Montréal. Mr. Allard is presently and has been since 2006 the President and
Chief Executive Officer of Alternative Initiative Media Inc., specialized in
Internet Television applications. He has over 18 years of experience in the
management, marketing and funding of emerging companies in growth
environments; in particular, he has worked for 12 years in the entertainment
industry mostly in theatre and television. Mr. Allard is co-founder of the
Association des Producteurs en Multimédia du Québec (APMQ) of which he was
President from 1997 to 1999. He also established the Interactive Multimedia
Producers Association of Canada (IMPAC) which he presided until 2001 and has
been nominated "Industry Advocate of the year" at the Canadian New Media
Awards in 2001. Mr. Allard was also the president and Chief Executive Officer
of ZAQ Inc. from 1997 to 2003. From 2004 to 2006, he was a self employed
consultant and received the mandate to promote and commercialize in the media
industry a quality management system (ISAS BC 9001) to be used worldwide based
on ISO standards by Media & Society Foundation a based in Geneva in
Switzerland. Mr. Allard is the chairman of Montreal Danse and a Director of
GEDDEN INC. an environmental data management system provider.
Gilbert Boyer, B.A., C.M.A., Director
Mr. Boyer is currently director of Parta and a proposed director of the
resulting issuer. Mr. Boyer holds a Bachelor in Business Administration from
the Université du Québec à Montréal and has the CMA (Comptable en Management
Accrédité) certification. Mr. Boyer has 20 years experience in management,
accounting and cost control in the small-medium sized business segments. He is
presently and has been since 2006 the Finance Director and Controller of
Location Brossard Inc, a leader in the truck rental industry in the province
of Quebec. From 1996 to 2006, Mr. Boyer was the controller of Drakkar &
Associates Inc. Mr. Boyer has experience in services and in manufacturing
industries.
Philippe U. Dunsky, Director
Mr. Dunsky is a proposed director of the resulting issuer. Mr. Dunsky has
over sixteen years of experience in the energy sector, primarily in the fields
of energy efficiency, green power and climate change tools and opportunities.
President of Dunsky Energy Consulting, his North American clientele includes
primarily electric and gas utilities, government agencies, non-profit
organizations and private sector energy efficiency solutions providers. He was
previously cofounder and Executive Director of the Helios Centre for
Sustainable Energy Strategies, a sustainable energy think-tank, and taught in
the Faculty of Management at McGill University. Philippe is also an Associate
at Elenchus Research Associates, Optimal Energy Inc. and Vermont Energy
Investment Corporation. He is the author of dozens of publications, is often
called upon as an expert witness in regulatory proceedings and is a frequent
speaker at industry conferences throughout North America. Philippe's current
clients include Hydro-Québec, the New Jersey Board of Public Utilities, the
Long Island Power Authority and the Quebec Energy Efficiency Agency, among
others.
Balthasar Heyer, Ph.D., Director
Mr. Heyer is currently director of Parta and a proposed director of the
resulting issuer. Mr. Heyer graduated from the University of Zurich in 1969 in
management and economics where he obtained a PhD in business administration.
Mr. Heyer also served as Colonel in the Swiss army. Mr. Heyer is presently and
has been since 2002 the President and Chief Executive Officer of Heyer &
Associates, a private consulting, business support and office organization in
Switzerland. From 1969 to 2002, Mr. Heyer held various positions for Swiss Re
(a global reinsurance and insurance corporation), including responsibility for
European markets, reinsurance operations in the US, England and the Caribbean
for transactional insurance clients and a Divisional Finance and Operations
unit and served on a number of Boards within the Swiss Re Group (Swiss Re
Atrium Corp. N.Y., Swiss Re Financial Products N.Y., Atlantic International Re
N.Y., European International Holding Barbados, European Finance Re Barbados,
SR International London). He also was Chairman of the Board of European Re
Zurich.
Adrian A. Teuscher, Director
Mr. Teuscher is currently director of Parta and a proposed director of
the resulting issuer. Mr. Teuscher holds a diploma in Natural Sciences
(Federal Institute of Technology in Zurich / ETHZ) and has management training
from INSEAD (Stanford) and IMEDE (Harvard). Mr. Teuscher has over 15 years
experience in management. He is presently and has been the owner of several
companies such as Guest Scientific AG Switzerland & Guest Medical Ltd. UK
since 1991, AcuGuard Corporation, USA (management consulting) since 1992 and
Zuring AG (later became holding company of Guest Switzerland and UK) since
1994. From 1971 to 1982, Mr. Teuscher held executive positions of marketing
and business development with Merck and Syntex.
Randy Koroll, Chief Financial Officer
Mr. Koroll is currently Chief Financial Officer of Parta and the proposed
Chief Financial Officer of the resulting issuer. Mr. Koroll holds a Bachelor
in Economics from the University of Toronto. He has 19 years of experience in
the accounting industry, mainly focusing on the small-medium sized business
segments for public accounting firms such as Allan H. Koroll from 1988 to
2007, Infreon Inc. from 2004 to 2005, Schwartz Levitsky Feldman in 2005 and
Farnham & Co from 2005 to 2006. Mr. Koroll is currently and was since 2006 the
Chief Financial Officer of Nevada Exploration Inc., Scorpio Capital Corp. (now
Prime City One Capital Corp.), Citadel Gold Mines Inc. and Blue Ribbon Capital
Corp. Mr. Koroll was also acting as Chief Financial Officer in 2007 for Lakota
Resources Inc. and Gemini Acquisitions Inc. before also joining Scorpio
Capital Corp in May 2006.
Sylvain Dufour, eng., Vice-President
Mr. Dufour is currently Vice-President of EDU and a proposed
Vice-President of the resulting issuer. Mr. Dufour holds a bachelor in
engineering and has been involved in the training and education field for over
15 years. He created the company FormaNet Inc. with Mr. Dany Bouchard, was a
business development manager for Technomedia, national and international sales
manager for Tescult Eduplus along with overlooking the business development in
West Africa for Tecsult International. Mr. Dufour has a vast work experience
with expanding training programs and excellent hands-on experience with the
development of technical tools to support learning. Since 2005, he has been
contributing to Edu-Performance with the implementation of technical solutions
in the education sector and distance studies area, including web applications.
Mr. Dufour holds a degree in mechanical engineering, political science (with
specialization in international relations) and in business administration.
Jean-Francois Pelland. LL.B., D.E.S.S. Fisc., Secretary
Mtre Pelland is currently secretary of Parta and the proposed secretary
of the resulting issuer. Mtre Pelland is a member of the Québec Bar and holds
a post-graduate tax degree granted by l'Ecole des Hautes Commerciales of
Montreal. Mtre Pelland has a domestic and international business law practice
with a strong emphasis in corporate finance, representing venture capital and
private investors, brokerage firms as well as private and public issuers,
including from emerging sectors such as the life sciences, information
technology and mining industries, in addition to his more general
transactional experience in mergers and acquisitions and tax. Mtre Pelland is
presently and has been a Partner of McMillan LLP, a Canadian law firm, since
September 2004. Prior to that, he was a partner of the Montreal law firm Hart
Saint-Pierre (now merged with Heenan Blaikie LLP) from September 2002 to
August 2004 and an associate of that firm from January 1998 to August 2002.
In addition, it is contemplated that one additional director might be
added contemporaneous, or some time after the closing of the Acquisition.
Other Information
Trading of the Parta Shares will not resume until closing of the
Acquisition and its final approval by the TSX V.
Investors are cautioned that, except as disclosed in the management
information circular and/or the filing statement to be prepared in connection
with the Acquisition, any information released or received with respect to the
Acquisition may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company, such as Parta, should be
considered highly speculative.
Completion of the Acquisition is subject to a number of conditions,
including but not limited to, TSX V acceptance. There can be no assurance that
the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement
of the Company to be prepared in connection with the Acquisition, any
information released or received with respect to the Acquisition may not be
accurate or complete and should not be relied upon. Trading in the securities
of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Acquisition and has neither approved nor disapproved the contents of this
press release.
All information contained in this news release with respect to Parta and
EDU was supplied by Parta and EDU, respectively, for inclusion herein,
and with respect to such information, Parta and its board of directors
and officers have relied on EDU.
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The prospectus of Parta relating to its Initial Public Offering can be
consulted on SEDAR's website at the address: http://www.sedar.com
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the
meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. This forward looking information includes,
among other things, information with respect to Parta's beliefs, plans,
expectations, anticipations, estimates and intentions, such as the Parta's
acquisition of EDU. The results or events anticipated or predicted in such
forward-looking information may differ materially from actual results or
events. Material factors which could cause actual results or events to differ
materially include, among others, general economic conditions, adverse
industry events, the Company's ability to make and integrate acquisitions,
industry and government regulation, as well as EDU's ability to implement its
business strategies, competition, currency fluctuations and other risks. Parta
cautions that the foregoing list of material factors is not exhaustive. When
relying on Parta's forward-looking information to make decisions, investors
and others should carefully consider the foregoing factors and other
uncertainties and potential events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. HOWEVER, PARTA
EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
For further information: Paul Allard, President, Parta Growth Capital I
inc., (514) 277-1201 ext. 203, paul.allard@alternativechannel.com
