Toptent announces the signature of an agreement in principle regarding a qualifying transaction



    MONTREAL, Aug. 21 /CNW Telbec/ - Toptent inc. ("Toptent"), a capital pool
corporation (TSX Venture Exchange: TPT.P), is proud to announce that it signed
an agreement in principle dated August 21, 2008 (the "Agreement in Principle")
with Mr. Paul-Andre Bouchard, Parabris, Limited Partnership ("PSEC") and
Concept Orion Inc. (the "Target Company").
    The Agreement in Principle provides for the acquisition by Toptent of
shares, assets and Patents, should the case arise (as such term is defined
hereinafter), which will constitute Toptent's qualifying transaction pursuant
to the applicable regulations of the TSX Venture Exchange Inc. (the
"Exchange"), hereinafter referred to as the "Proposed Qualifying Transaction".
    The Agreement in Principle also provides that the acquisition by Toptent
of shares, assets and Patents, should the case arise, shall be made for a
total consideration of $3,150,000 (i) plus all the liabilities of PSEC and the
Target Company, which are estimated at $1,227,000, but up to an amount not
exceeding $1,450,000, excluding the amounts due by PSEC to the Target Company
and vice-versa (the "Liabilities"); (ii) plus the loan in the amount of
$1,000,000 granted by Fier Boreal 02, LP to PSEC dated October 19, 2007, as
amended on January 18, 2008, and the loan in the capital amount of $400,000
granted by Fier Ville-Marie, LP to PSEC, plus the accrued interests
(collectively, the "Loan"); (iii) less the part of the Principal of the Loan
used by PSEC to pay any part of the Liabilities (the "Liability Portion of the
Loan"), said consideration being divided as follows:

    
    (i)  the acquisition of all the issued and outstanding common shares of
         the Target Company, in consideration of a price of $600,000,
         payable as follows:

        (a) the sum of $200,000, payable by the issuance by Toptent in favor
            of Mr. Paul-Andre Bouchard, on the closing date of the Proposed
            Qualifying Transaction, of 1,000,000 common shares of its share
            capital, at a price of $0.20 per share and of 500,000 warrants,
            each warrant allowing its holder to acquire a common share of the
            share capital of Toptent, at a price of $0.20 per share, for a
            period of three (3) years following its issuance;

        (b) the sum of $200,000, payable by cheque to the order of Mr. Paul-
            Andre Bouchard, on the closing date of the Proposed Qualifying
            Transaction; and

        (c) the sum of $200,000, payable by cheque to the order of
            Mr. Paul-Andre Bouchard in three (3) equal annual installments,
            the first installment being due on the first anniversary date of
            the closing of the Proposed Qualifying Transaction.

    (ii) the acquisition of certain assets (the "PSEC Assets") of PSEC, in
         consideration of a price of $2,550,000, payable by (i) the
         assumption by Toptent of the Liabilities less an amount equal to the
         Liability Portion of the Loan, (ii) the issuance by Toptent of
         12,750,000 common shares of its share capital, at a price of $0.20
         per share, in favor of PSEC and of 6,375,000 warrants, each warrant
         allowing its holder to acquire a common share of the share capital
         of Toptent, at a price of$0.20 per share for a period of three
         (3) years following its issuance, in favor of PSEC and (iii) the
         assumption by Toptent of the Loan.

    It is also expected that, prior to the Proposed Qualifying Transaction,
Mr. Paul-Andre Bouchard shall assign the patents he holds, being a patent
issued by the United States under number 7,044,145, a patent request for Japan
under number 2004-538616, a patent request for Canada under number 2,498,652
and a patent request for the European Union under number 03753167.0
(collectively, the "Patents") in favor of the Target Company. In the event the
assignment does not take place prior to the closing of the Proposed Qualifying
Transaction, Toptent will acquire all the rights, title and interest in the
Patents, without further consideration than what is mentioned above.
    Toptent intends to complete a concomitant private placement (the "Private
Placement") with the Proposed Qualifying Transaction for a minimum amount of
$2,500,000 and a maximum amount of $3,000,000 by the issuance of units at a
price of $0.20 per unit. Each unit is composed of one common share of the
share capital of Toptent and one half warrant, each whole warrant allowing its
holder to acquire one common share of Toptent at a price of $0.20 per share,
for a period of 36 months following its issuance ("Unit").
    Following the assumption by Toptent of the Loan, it is expected that the
Loan will immediately be converted in Units. The conversion will be made on
the basis of $1 worth of Units for each 1$ of principal of the Loan and
$1.25 worth of Units for each $1 of accrued interest on the Loan at the date
of closing of the Proposed Qualifying Transaction. A maximum of 7,468,750
Units would be issued upon conversion of the Loan, assuming $1,400,000 of
principal $75,000 of accrued interest at the date of closing of the Proposed
Qualifying Transaction.
    It is also expected that Toptent will offer to its holders of debt, which
constitute the Liabilities, the right to convert their debt in Units, on the
basis of $1.25 worth of Units for each $1 Liabilities converted. In this
manner, Toptent wishes to reduce the assumed Liabilities by approximately
$240,000. A maximum of 1,500,000 Units would be issued upon conversion of the
Liabilities, assuming the conversion of $240,000 of Liabilities at the date of
closing of the Proposed Qualifying Transaction
    The conditions precedent to the completion of the Proposed Qualifying
Transaction are the following:

    (i)   the completion of a due diligence of the Target Company and PSEC by
          Toptent;

    (ii)  receipt of a sponsorship report from a firm recognized by the
          Exchange, in accordance with the requirements of the Exchange;

    (iii) the assignment of the Patents by Mr. Paul-Andre Bouchard in favor
          of the Target Company;

    (iv)  receipt of all required regulatory authorizations pursuant to laws,
          regulations and applicable policies;

    (iv)  the absence of any adverse material change in the Target Company's
          and PSEC's affairs between the date of the financial statements of
          these companies and the date of the closing of the Proposed
          Qualifying Transaction;

    (v)   the signature by Toptent, at the date of closing of the Proposed
          Qualifying Transaction, of an employment agreement, at its
          satisfaction, with Mr. Paul-Andre Bouchard of a minimum term of
          two (2) years and for a salary equal to 90% of the annual salary of
          the President and Chief Executive Officer of Toptent;

    (vi)  the signature by Toptent, at the date of closing of the Proposed
          Qualifying Transaction, of an employment agreement, at its
          satisfaction, with Mr. Richard Labbe, Mr. Jean Dionne, Mr. Eric
          Vincelette and Mr. Stephane Yannako.
    

    The head office of the Target Company is located at 1562 Van Horne
Street, Outremont, Quebec, H2V IL5. The Target Company was incorporated on
September 30, 1996, pursuant to Part IA of the Companies Act (Quebec). The
true Vendor relating to the Share Acquisition part of the Proposed Qualifying
Transaction is the sole shareholder of the Target Company, Mr. Paul-Andre
Bouchard of Outremont, Quebec.
    Mr. Paul-Andre Bouchard is the inventor of the Parabris concept following
an idea generated in 1997-98. He slowly initiated the development of the
concept from 2000 to September 2002. The American patent was granted May 16
2006 and PSEC was granted an exclusive worldwide license for the
commercialization of the Parabris. Mr. Bouchard successfully used the Parabris
at a number of events throughout Quebec and Florida, such that the Parabris is
ever more present in the rapid-deployment tent market. PSEC commercialized the
Parabris by targeting both the rapid-deployment tent rental market and retail
markets for individuals and companies wishing to acquire a Parabris for
personal use.
    The head office of PSEC is located at 1562 Van Horne Street, Outremont,
Quebec, H2V IL5 and all the important assets of the PSEC are located at such
address. PSEC was formed as a limited partnership on August 13th 2003 under
the Civil Code of Quebec and is specialized in the conception and marketing of
quick deployment tents (the "Parabris") intended for corporate, institutional
and governmental markets, as well as in the sport and entertainment industry.
The Parabris is a clearspan tent that opens like an umbrella. It is erected by
a hydraulic central mast mounted on a trailer. Once opened, the tent stands
securely on its 12 feet. The retractable mast then folds back onto its
trailer. Paul-Andre Bouchard is the owner of the patent on the Parabris
technology, but, as mentioned previously, it is expected that Mr. Bouchard
will assign the patents to the Target Company prior to the closing of the
Proposed Qualifying Transaction. The true Vendors relating to the PSEC Asset
Acquisition part of the Proposed Qualifying Transaction is the general partner
of PSEC, that is to the Target Company.
    Toptent has asked that the financial statements of PSEC and the Target
Company be audited and expects the audit to be completed over the next two
weeks.
    After giving effect to the Proposed Qualifying Transaction, and assuming
the maximum Private Placement and the conversion of the Loan, but excluding
the conversion of the Liabilities, 46,094,905 common shares of Toptent will be
issued and outstanding, of which 2,666,667 shares were issued as discount seed
capital for a price of $0.075 per share, 7,209,488 shares were issued at the
closing of Toptent's initial public offering of last June 27, for a price
of$0.15 per share, 13,750,000 shares will have been issued upon completion of
the Proposed Qualifying Transaction, 15,000,000 shares on closing of the
Private Placement and 7,468,750 shares upon conversion of the Loan.
    Toptent has granted 987,612 options to its directors allowing them to
acquire 987,612 common shares of Toptent at a price of $0.15 per share for a
period of 5 years, subject to the provisions of the stock option agreements
and has granted 576,759 options to Blackmont Capital Inc., the agent, as well
as the other members of the sales group, having completed the initial public
offering of Toptent, allowing them to acquire 576,759 common shares of Toptent
at a price of $0.15 per share for a period of 24 months following the date at
which the common shares of Toptent will be listed on the TSX Exchange.
    Under TSX Venture Exchange policy 2.4, The Proposed Qualifying
Transaction will not be subject to the approval of the shareholders of Toptent
as it an arm's length transaction.
    Once the Proposed Qualifying Transaction is completed, it is anticipated
that the insiders of Toptent will be Mr. Valier Boivin, Mr. Pierre Boivin,
Mr. Pietro Perrino and Mr. Jean-Denis Talon, being directors of Toptent and
and Mr. Jean Dionne as President and Chief Executive Officer, Mr. Paul-Andre
Bouchard as Vice-President and Chief Technical Officer and Mr. Richard Labbe
as Vice-President and Chief Financial Officer.
    Mr. Valier Boivin, a director of Toptent, is a partner of a law firm
which acts as legal counsel for Toptent. Mr. Boivin, through Chavajoli Inc.,
holds 506,666 common shares of the share capital of Toptent and holds
personally, 133,000 common shares of the share capital of Toptent. Except what
is mentioned previously, Me Valier Boivin is not otherwise related as defined
in the policies and applicable securities general instructions. The Target
Company, PSEC and their officers and Toptent and its officers are not related
parties pursuant to the applicable securities laws.
    Mr. Valier Boivin is the President and director of VMCAP inc., the
general partner of Fier Ville-Marie, LP. since November 2005 and is
Vice-President and director of Gestion du Fonds Fier Boreal 02 Inc., the
general partner of Fier Boreal 02, LP since September 7, 2007. Mr. Boivin was
a partner of Boivin O'Neil, g.p. from December 1987 to December 31, 2005.
    Pierre Boivin was appointed President of the Montreal Canadiens and the
Molson Centre on September 2, 1999. From 1994 until his appointment with the
Canadiens, Mr. Boivin was the President and Chief Executive Officer of Bauer
Nike Inc. Mr. Boivin has devoted his entire career of 26 years to the sporting
goods industry, with an emphasis on the creation and development of sports
businesses.
    Pietro Perrino received his master's degree in Business Administration
(MBA) from Universite du Quebec à Montreal in January 2001. He also received
in January 2007 a university certification in corporate governance (A.S.C.)
from the College des administrateurs de societes of Laval University. In March
1999, he founded Pergui Groupe Conseil Inc. where he assists corporate
managers in honing their strategic positioning and business development.
Pergui Groupe Conseil's clients include businesses and organizations working
primarily in the healthcare, energy, transportation, tourism, forestry,
professional services and real estate management sectors. In 2005, Mr. Perrino
was one of the main founders of ZoomMed Inc (ZMD). which has been listed on
the Exchange since August 8, 2006. Mr. Perrino is Chairman of the Board and a
director of ZoomMed. Mr Perrino is also director and member of the audit
committee of Ranaz Corporation (RNZ), which has been listed on the Exchange
since December 28, 2006. He serves on the Board of Directors of Hôpital
Maisonneuve-Rosemont and is secretary of the hospital's finance and
procurement committee. He is also a director of Societe des Alcools du Quebec.
He established the regional economic intervention fund FIER Ville-Marie, LP,
designed to assist businesses in obtaining financing in the start-up and
development stages. Mr. Perrino is a director of VMCAP inc., the general
partner of Fier Ville-Marie, LP. since November 2005 and is a director of
Gestion du Fonds Fier Boreal 02 Inc., the general partner of Fier Boreal 02,
LP since September 7, 2007.
    Mr. Jean-Denis Talon is Chairman of the Board of AXA Canada, an insurance
company, since April 2004. For the 20 preceding years, Mr. Talon was President
and Chief Executive Officer of AXA Canada.
    Mr. Paul-Andre Bouchard, a mechanical engineer, is the inventor of the
Parabris and the President of Concept Orion Inc., the general partner of
Parabris L.P. Mr. Bouchard has worked for Le Centre de Recherche Industrielle
du Quebec from 1977 to 1985 as a research and development engineer.
Subsequently, he continues his career in the same sector by launching Concept
Orion Inc., an engineering firm that first specialized in helping SMES in
their R&D projects and thereafter in the development of its own new
technologies. Mr. Bouchard worked with Le Cirque du Soleil for whom he
developed stage equipment adapted for Quidam Tour in 1997.
    Mr. Richard Labbe acted as President and General Manager for Planteck, a
plant science industry, from November 2001 to February 2008. From March 1999
to October 2001, he acted as Vice-President, Finance and Administration for
Cenosis Inc.
    Mr. Jean Dionne possesses vast experience in business management, mainly
relating to sales and marketing, distribution and logistics, in private, as
well as public, companies. He worked principally in the field of consumer
goods in industries such as renovation, fashion and sport. He was until
recently, Executive Vice-President for US Fence, the biggest manufacturer and
distributor of North-American outdoor living products. He also worked as Vice-
President Worldwide Marketing for Bauer Nike and Executive Vice-President for
Tristan & America.
    Toptent has made a request to the Exchange in order that the trading of
its shares on the Exchange be halted until the closing of the Proposed
Qualifying Transaction.
    Toptent is presently in negotiations with a potential sponsor. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of its completion and the
sponsor report will not constitute a formal estimate of the value of the
securities of the Target Company. Moreover, there is no assurance that the
Proposed Qualifying Transaction will be completed.
    Completion of the Proposed Qualifying Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance and if
applicable pursuant to Exchange Requirements or securities laws, majority of
the minority shareholder approval. Where applicable, the transaction cannot
close until the required shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.

    The TSX Venture Exchange has in no way passed upon the merits
    of the proposed transaction and has neither approved nor disapproved
    the contents of this press release. The TSX Venture Exchange has neither
    approved nor accepts any responsibility with respect to the veracity or
    exactitude of this press release.




For further information:

For further information: Valier Boivin, Director, Toptent inc., (514)
844-5468

Organization Profile

TOPTENT INC.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890