Panta Holdings B.V. - Press Release

MIJDRECHT, The Netherlands, Sept. 28, 2012 /CNW/ - Panta Holdings B.V. ("Panta") is issuing this press release with respect to common shares ("Common Shares") of Avcorp Industries Inc. ("Avcorp").  In connection with Avcorp's recently announced entry into new credit facilities with the Royal Bank of Canada, Panta, through its wholly-owned subsidiary Panta Canada B.V. ("Panta Canada"), has exercised its conversion right under the C$1,771,000 principal amount 6% secured convertible loan made to Avcorp by Panta Canada (the "Panta Canada Loan").  The entire principal amount of the Panta Canada Loan was converted at the specified conversion price of C$0.07 per Common Share, resulting in the issuance to Panta Canada of 25,300,000 Common Shares (the "Loan Conversion").  The accrued interest under the Panta Canada Loan was not convertible and was repaid in cash.  Avcorp also repaid in cash the entire principal amount of, and accrued interest on, the C$6,000,000 principal amount, 10% secured five-year term loan made to Avcorp by Panta III B.V., another wholly-owned subsidiary of Panta (the "Term Loan").

In addition, Panta Canada has entered into an agreement with Avcorp to purchase an additional 23,172,552 Common Shares at a price of C$0.042 per Common Share pursuant to a private placement (the "Private Placement").  The Private Placement is expected to be completed on September 28, 2012.

As a result of the Loan Conversion and the Private Placement, Panta currently beneficially owns or exercises control over 136,786,728 Common Shares, representing approximately 53.4% of the current issued and outstanding Common Shares.

Panta also holds 19,550,532 Common Share purchase warrants (the "Panta Warrants"), exercisable on or before January 1, 2015 at an exercise price of C$0.0713 per Common Share, which were issued to Panta as partial consideration for the Term Loan.  Assuming the full exercise of the Panta Warrants, Panta owns or exercises control over 156,337,260 Common Shares, representing approximately 57.2% of the Common Shares outstanding after given effect to such exercise.

The acquisitions of Common Shares pursuant to the Loan Conversion and the Private Placement are being made for investment purposes. Panta may, depending on market and other conditions, increase or decrease its beneficial ownership of Avcorp's securities, subject to general market conditions.

This press release is being issued pursuant to the requirements of Part 3 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report to be filed by Panta in connection with the transactions described herein will be available on Avcorp's SEDAR profile at www.sedar.com, and can also be obtained by contacting the Corporate Secretary of Panta at the telephone number listed below.


SOURCE: Panta Holdings B.V.

For further information:

Panta Holdings B.V.
Rendementsweg 2, 3641 SK Mijdrecht
P.O. Box 87, 3640 AB Mijdrecht
The Netherlands
Tel. +31 297 256283

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Panta Holdings B.V.

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