MONTREAL, May 10 /CNW/ - 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 "Acquisition").
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 up to 10,268,340 common shares of Parta at a deemed price of $0.05 per Parta Share, for a total maximum consideration of $513,417. An amended Securities Exchange Agreement has been approved by the Board of directors of each of Parta and AMI (the "Amended Securities Exchange Agreement").
As part of the Acquisition, Parta shall also issue to current warrant holder of AMI ("AMI Warrants") 87,346 replacement warrant to acquire up to 87,346 Parta Shares at a price of $0.82 per Parta Share until April 1, 2015.
The completion of the Acquisition is subject to the approval of the TSX-V and all other necessary regulatory approvals.
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 eighty percent (80%) 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 development activities.
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 13,882,288 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 26% 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 Adrian Teuscher, a private investor based in Switzerland and also a director of Parta, owns 18% of the outstanding AMI Shares. None of Paul Allard, Daniel Lafleche or Adrian Teuscher is the holder of any of the AMI Warrants.
AMI shareholders will collectively hold approximately 55% of Parta Shares on a post-Acquisition basis.
AMI has completed consolidated audited financial statements for the years ended December 31, 2007 and December 31, 2008, and has prepared unaudited financial statements for the nine month period ended September 30, 2009. Accordingly, the financial results of AMI as disclosed herein for the interim nine month period ending September 30, 2009 are based on unaudited financial statements and reports and are potentially subject to change as part of the completion of the audit process for the full year ended December 31, 2009.
For the financial year ended December 31, 2008, AMI generated sales and other revenues totaling $464,745 and incurred operating expenses of $2,959,179, which include a write-off of intangible assets for $90,548 and a goodwill impairment of $1,223,890, for a net loss of $1,342,429 compared with revenues of $11,284, expenses of $1,402,123 and losses of $1,390,839 for the year ended December 31, 2007. AMI's assets totaled $194,045 as at December 31, 2008, mostly comprised of accounts receivables ($166,862), compared to assets of $382,192 as of December 31, 2007. AMI's liabilities totaled $470,878 as of December 31, 2008 mostly comprised of accounts payable ($457,959), compared to liabilities of $119,931 as of December 31, 2007. For the nine-month period ended September 30, 2009, AMI generated sales and other revenues totaling $292,046 and incurred operating expenses of $695,182 for a net loss of $403,136 for the period. AMI's assets totaled $320,283 as at September 30, 2009, mostly comprised of accounts receivables ($287,699). AMI's liabilities totaled $950,134 as of September 30, 2009 mostly comprised of accounts payable ($452,619), advances from a related company ($257,515) and short-term debt ($240,000).
Unaudited pro forma consolidated financial information
For the six-month period ended November 30, 2009, the pro forma consolidated financial statement of operations shows generated sales and other revenues totaling $685,079 and incurred operating expenses of $928,025, for a net loss of $242,946 compared with revenues of $1,417,419, expenses of $3,783,930 and losses of $2,366,511 for the year ended May 31, 2009, which include a write-off of intangible assets for $90,548 and a goodwill impairment of $1,223,890. Pro forma consolidated balance sheet as at November 30, 2009 shows assets totaling $2,469,785 and liabilities totaling $1,495,320, which include $805,300 long term debt.
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 director of Operations 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 École des Hautes Études 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 director of Operations 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.
Paul Allard and Adrian Teuscher are insiders of Parta and shareholders of AMI. Consequently, they will be receiving Parta shares in exchange for their shares in AMI, constituting a related party transaction pursuant to Multilateral Instrument 61-101 and TSX Venture Exchange Policy 5.9 which is exempt from the requirement to obtain an independent valuation pursuant to Section 5.5(b) of MI 61-101 and the requirement to obtain minority shareholder approval pursuant to Section 5.7(1)(e) of MI 61-101, as Parta's Board determined unanimously that the Company is in serious financial difficulty, the Acquisition is designed to improve its financial position and the terms of the Acquisition are reasonable in the circumstances. Their participation will be on the same terms as arm's length investors, and such insiders' shareholdings in the Company will increase as a result of any such participation.
Investors are cautioned that any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.
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 press release.
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.
SOURCE PARTA SUSTAINABLE SOLUTIONS INC.
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