Toptent announces the signature of an amendment to the agreement in principle dated August 21, 2008



    MONTREAL, Oct. 28 /CNW Telbec/ - Toptent inc. ("Toptent"), a capital pool
corporation (TSX Venture Exchange: TPT.P), announces that it signed yesterday
an amendment to the agreement in principle entered into on August 21, 2008
(the "Amendment to the Agreement in Principle") between Mr. Paul-André
Bouchard, Parabris, Limited Partnership ("PSEC") and Concept Orion Inc. (the
"Target Company"), which Agreement in Principle had been previously announced
by Toptent and whose principal terms where described in a press release dated
August 21, 2008.
    The Agreement in Principle provides for the acquisition by Toptent of
shares, assets and Patents, should the case arise (as such term is defined in
Toptent's press release dated August 21, 2008 ), 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".
    Pursuant to the Amendment to the Agreement in Principal, the price for
the acquisition of the shares, assets and Patents has been amended, such that
the acquisition by Toptent of shares, assets and Patents, as the case may be,
will be made for a total consideration of $1,490,000 (i) plus all the
liabilities of PSEC and the Target Company, excluding (a) the amounts due by
PSEC to the Target Company and vice-versa, (b) the deposit in the amount of
$100,000 received from a client with which PSEC is in litigation (the
"Litigation") and (c) any amount that PSEC or Orion may have to pay resulting
from the Litigation (the "Liabilities") and, (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 up to
$1,000,000 granted by Fier Ville-Marie, LP to PSEC on May 9, 2008, the capital
amount of which was of $700,000 as at September 30, 2008, plus the accrued
interest (collectively, the "Loan"), said consideration being allocated as
follows:

    
    (i)  the acquisition of all the issued and outstanding common shares of
         the Target Company, in consideration of a price of $690,000, payable
         as follows:

         (a) the sum of $200,000, payable by the issuance by Toptent in favor
             of Mr. Paul-André 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-André Bouchard, on the closing date of the Proposed
             Qualifying Transaction; and

         (c) the sum of $290,000, payable by cheque to the order of
             Mr. Paul-André 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 all the assets of PSEC, including, without
         limitation, approximately eight or nine tents, but excluding the
         20 meter prototype tent that is the object of the Litigation (the
         "PSEC Assets") of PSEC, in consideration of a price equal to the
         aggregate of $800,000 plus the Liabilities and the Loan, payable by
         (i) the assumption by Toptent of the Liabilities, (ii) the issuance
         by Toptent of 4,000,000 common shares of its share capital, at a
         price of $0.20 per share, in favor of PSEC and of 2,000,000
         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.
    

    Furthermore, one of the conditions precedent to the completion of the
Proposed Qualifying Transaction has been modified by providing that, at the
date of closing of the Proposed Qualifying Transaction, Toptent shall have
signed an employment agreement, to its satisfaction, with Mr. Paul-André
Bouchard of a minimum term of three (3) years.
    The Amendment to the Agreement in Principle also adds a condition
precedent to the completion of the Proposed Qualifying Transaction, being that
all the limited partners of PSEC having loaned funds to PSEC and another
creditor shall convert their loans to PSEC into units of Toptent with a
25% premium, each unit being issued at a price of $0.20 and being composed of
one share of Toptent and one half warrant, 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.
    Finally, the Amendment to the Agreement in Principle provides that
Toptent undertakes to obtain release of Mr. Paul-André Bouchard's guarantees
granted by the latter relating to the Liabilities assumed by Toptent or, if
not possible, to indemnify Mr. Paul-André Bouchard from any damage which he
could incur from said guarantees.
    All the other terms and modalities provided in the press release of
Toptent of August 21, 2008 remain unchanged.
    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

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TOPTENT INC.

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