MONTREAL, Aug. 7 /CNW Telbec/ - Further to its preliminary news release
dated June 22, 2009, Parta Sustainable Solutions Inc. ("Parta" or the
"Company") (TSX-V: PAS), in accordance with the policies of the TSX Venture
Exchange Inc. (the "TSX-V"), is announcing structural changes and additional
details to terms of its acquisition of up to all of the issued and outstanding
common shares ("AMI Shares") of Alternative Media Initiative Inc. ("AMI") (the
Following discussions with the TSX-V, Parta will purchase up to all of
the issued and outstanding shares of AMI in exchange for the issuance to the
shareholders of AMI of an aggregate of 10,256,410 common shares of Parta at a
deemed price of $0.05 per Parta Share, for total consideration of $512,820. An
amended Securities Exchange Agreement has been approved by the Board of
directors of each of Parta and AMI (the "Amended Securities Exchange
As part of the Acquisition, Parta shall also issue to current warrant
holder of AMI ("AMI Warrants") 418,725 replacement warrant to acquire (i) up
to 87,346 Parta Shares at a price of $0.82 per Parta Share until April 1,
2018, and (ii) up to 331,379 Parta Shares at a price of $1.19 per Parta Share
until September 15, 2009.
The completion of the Acquisition is subject to the approval of the TSX-V
and all other necessary regulatory approvals. The completion of the
Acquisition is also subject to additional conditions precedent, including (a)
written approval of the Acquisition by disinterested shareholders of Parta
holding no less than 50% + 1 of outstanding Parta Shares, (b) AMI shareholders
holding no less than 50% of AMI Shares entering into the Amended Securities
Exchange Agreement and a voluntary escrow agreement, and (c) completion and
filing with the TSX-V of audited financial statements of AMI for the financial
year ended on December 31, 2008.
The Acquisition is a related party transaction within the meaning of
TSX-V Policy 5.9 and Regulation 61-101 as Paul Allard, President and director
of Parta, is also President, CEO, director and controlling shareholder of AMI.
As such, Parta is required to obtain minority approval of the Acquisition as
this term is defined in Regulation 61-101. Parta is exempt from formal
valuation requirements. Parta and AMI confirm that there are no finder's fees
or other similar fees payable to any person or party with respect to the
AMI is a private company with headquarters in Brossard (Canada). Since
2007, AMI operates, among others, Alternativechannel.tv, an online video
distribution platform (Web and mobile) available in 3 languages (English,
French and Spanish) which focuses on the realities and prospects of
sustainable development. AMI is constituted under the laws of Canada. AMI is
the owner of all issued shares of Alternative Channel TV Inc. ("AC"), its
wholly owned subsidiary operating Alternativechannel.tv, and owns ninety-five
percent (95%) of Ipexco Inc. ("Ipexco"), Ipexco having developed and starting
the commercialization of a web-based content exchange software for businesses.
Both AC and Ipexco are incorporated under the laws of Canada and have their
head offices in AMI premises located in Brossard.
AMI serves the Canadian and European markets through direct sales and a
network of resellers, including in collaboration with the wholly-owned
subsidiary of Parta, Edu-Performance Inc. ("EDU") for its sustainable
Through its wholly-owned subsidiary AC, AMI offers web based internal and
external communication services of the sustainable development activities
carried by its institutional clients which include in France Nestle Waters and
Renault Automotive. AMI services and platforms are available in three
languages (French, English, and Spanish). AMI activities have been including
as well the organisation and participation to world-wide sustainable
development summits and its web platform content include the contribution of
more than 500 of the best-know non-for-profit organisations such as WWF,
Amnesty and the Ecologist.
AMI currently has 13,466,835 AMI Shares issued and outstanding. AMI has
25 shareholders, 3 of which hold at least 10% of the issued and outstanding
AMI shares (without taking into account outstanding convertible securities),
namely, Paul Allard of Montreal, Quebec, who is the Chief Executive Officer
and co-founder of AMI owns 23% of the outstanding AMI Shares; Daniel Lafleche
of Montreal, Quebec, Director of Operations and co-founder of AMI, owns 11% of
the outstanding AMI Shares and VCF Venture Capital Finance AG ("VCF"), a
private investment fund based in Switzerland, owns 27% of the outstanding AMI
Shares. None of Paul Allard, Daniel Lafleche or VCF is the holder of any of
the AMI Warrants. It is expected that VCF will hold in excess of 10% of the
Parta common shares on a post-Acquisition basis.
AMI shareholders will collectively hold approximately 55% of Parta Shares
on a post-Acquisition basis.
AMI has prepared unaudited financial statements for the years ended
December 31, 2007 and December 31, 2008, and also for the three-month period
ended March 31, 2009 and is in the process of auditing its financial
statements for the year ended on December 31, 2008 and completing unaudited
financial statements for the interim period ended June 30, 2009 in connection
with the fulfillment of the conditions of the Acquisition.
For the financial year ended December 31, 2008, AMI generated sales and
other revenues totaling $438,828 and incurred operating expenses of
$1,781,258, for a net loss of $1,342,429 compared with losses of $1,359,999
for the year ended December 31, 2007. AMI's assets totaled $202,038 as at
December 31, 2008, mostly comprised of accounts receivables ($163,463). AMI's
liabilities totaled $451,402 as of December 31, 2008 mostly comprised of
accounts payable ($419.509). For the three-month period ended March 31, 2009,
AMI generated sales and other revenues totaling $118,894 and incurred
operating expenses of $356,939 for a net loss of $238,045 for the period.
AMI's assets totaled $298,749 as at March 31, 2009, mostly comprised of
accounts receivables ($250,776). AMI's liabilities totaled $767,491 as of
March 31, 2009 mostly comprised of accounts payable ($489,598) and short-term
As part of the Acquisition, Parta's current management will assume
management responsibility for AMI, Paul Allard will become Chief Executive
Officer of Parta and Daniel Lafleche will be appointed as Operations Director
of Parta. The Board of directors and the other officers of Parta shall not
change as a result of the Acquisition. The following are brief descriptions of
the additions to Parta management team.
Paul Allard, B.A., M.B.A.., Director and Chairman and proposed Chief
Executive Officer of Parta
Mr. Allard is currently director and the Chairman of the board of
directors of Parta and the proposed Chief Executive Officer of Parta following
the completion of the Acquisition. 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.
Daniel Lafleche, proposed Operations Director of Parta
Mr. Laflèche is since 2006, the Vice President and Chief Operations
Officer of IPEXCO Inc., a subsidiary of Alternative Media Initiative Inc. that
Mr. Laflèche co-founded with Paul Allard. Mr. Laflèche has also been acting as
associate producer for Z Productions Inc. since 2003. From 1994 to 2003, he
was self-employed in the entertainment business where he has been involved in
musicals such as Chicago, Rent, Grease, Les Misérables, Tune-up, and has
touched all facets of production: signer, actor, technician, production
director, associate producer, and producer and worked as a production manager
in the arts and culture field, including in live show productions for Just For
Laughs Festival in Montreal.
Investors are cautioned that any information released or received with
respect to the Acquisition may not be accurate or complete and should not be
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.
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
All information contained in this news release with respect to Parta and
AMI was supplied by Parta and AMI, respectively, for inclusion herein, and
with respect to such information, Parta and its board of directors and
officers have relied on AMI.
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 AMI. 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 AMI'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:
For further information: Paul Allard, Chairman of the Board, Parta
Sustainable Solutions Inc., (514) 277-1201 ext 35, firstname.lastname@example.org