MIJDRECHT, The Netherlands, May 27, 2011 /CNW/ - Panta Holdings B.V. ("Panta") is issuing this press release with respect to common shares ("Common Shares") of Avcorp Industries Inc. ("Avcorp" or the "Issuer").  Panta, through a wholly-owned subsidiary, has agreed to provide the Issuer with a $6,000,000 principal amount, 10% secured five-year term loan (the "Term Loan").  The Term Loan is secured by the assets of the Issuer and is subordinate to other pre-existing debt instruments of the Issuer.

The Term Loan contains a conversion right to convert all or any portion of the principal amount of the Term Loan, as elected by Panta, at a conversion price of $0.07 per Common Share, into up to 85,714,286 Common Shares (the "Conversion Right").  The Term Loan may be converted on or before the Term Loan's maturity. Interest on the Term Loan is not convertible.

As per the requirements of the Toronto Stock Exchange, the Conversion Right is subject to disinterested shareholder approval, and the Issuer will seek such approval at its 2011 annual meeting of shareholders to be held on June 16, 2011 (the "Meeting").  If the Conversion Right is not approved at the Meeting, the Term Loan will not be convertible into Common Shares and the interest rate on the Term Loan will be changed from 10% per year to 15% per year as of July 2011.

As partial consideration for the Term Loan, Avcorp will issue to Panta, 19,550,532 Common Share purchase warrants (the "Panta Warrants"), each Panta Warrant exercisable on or before January 1, 2015 with respect to one Common Share at an exercise price of Cdn.$0.0713 per Common Share.  The issuance of the Panta Warrants does not require shareholder approval but is subject to TSX approval.

Panta currently beneficially owns or exercises control over 88,314,176 Common Shares (representing approximately 45.2% of the current issued and outstanding Common Shares) and also holds, through a wholly-owned subsidiary, a $1,771,000 principal amount 6% secured note convertible into up to 29,516,666 Common Shares (the "Existing Convertible Loan").  As a result of the Conversion Right and the issuance of the Panta Warrants, a total of 105,264,818 additional Common Shares are being made issuable to Panta (representing approximately 53.8% of the current issued and outstanding Common Shares).

Assuming the full conversion of the Existing Convertible Loan, the exercise of the Panta Warrants and the full conversion of the Term Loan pursuant to the Conversion Right, Panta will own or exercise control over 223,095,660 Common Shares (representing approximately 67.5% of the Common Shares outstanding after given effect to all such exercises and conversions).

The Term Loan was made for investment purposes. Panta may, depending on market and other conditions, increase or decrease its beneficial ownership of the Issuer'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 the Issuer's SEDAR profile at, 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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