VANCOUVER, Dec. 30 /CNW/ - Aegis Investment Management (Golf), Inc. ("Aegis" or the "Company"), formerly Avian Capital Inc. ("Avian") (AVA-P), announced today that it has completed its qualifying transaction (the "Qualifying Transaction") with Parmasters Golf Training Centers, Inc. ("Parmasters"), in accordance with Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX-V"). The associated filing statement of Avian (the "Filing Statement") was filed on September 25, 2009, and an addendum to the Filing Statement was filed on December 7, 2009 (both documents are available on www.SEDAR.com).
Successful Completion of Transaction and Financing
Concurrent with the completion of the Qualifying Transaction, the Company changed its name from Avian Capital Inc. to Aegis Investment Management (Golf), Inc. Prior to the closing of the Qualifying Transaction the Company completed a non-brokered private placement financing of 1,420,000 common shares of the Company (the "common shares") at a price per common share of $0.18, for total gross proceeds of $255,600 (the "Avian Financing"). No agents were used for the Avian Financing. All of the common shares issued in connection with the Avian Financing will be subject to a seed share resale in accordance with TSX-V Policy 5.4.
In connection with the Qualifying Transaction, the Company issued 39,316,807 common shares to the shareholders of Parmasters in exchange for all their outstanding shares of Parmasters. Certain of these common shares have been deposited into escrow and will be released pursuant to the release schedules contained in the escrow agreements between the Company, the Company's escrow agent, Computershare Investor Services Inc., and those certain former shareholders of Parmasters who hold such escrowed securities. In addition, the Company's directors, officers and insiders have agreed that the release from escrow of any common shares held by them will not commence until at least US$1.5 million of the Company's accounts receivable have been collected. Although Mr. Godfrey, a director, holds 257,439 common shares that were purchased pursuant to the Avian Financing and are not otherwise subject to escrow, Mr. Godfrey has also agreed that these shares will remain subject to escrow restrictions until at least US$1.5 million of the Company's accounts receivable have been collected. Parmaster's current assets consist primarily of accounts receivable in the aggregate amount of CDN$2,253,842 as of July 31, 2009 and the collection of such accounts receivable is required in order for the Resulting Issuer to remain solvent for the next 12 months.
Shortly prior to the closing of the Qualifying Transaction, Parmasters completed a non-brokered private placement financing of 5,000,000 common shares at a price of $0.50 per share, for total gross proceeds of $2,500,000 (the "Parmasters Financing"). No agents were used for the Parmasters Financing. All of the common shares issued by the Company in exchange for the Parmasters Financing common shares upon completion of the Qualifying Transaction will be free-trading under Canadian securities laws.
The common shares of the Company are expected to commence trading under the symbol AIM as a Tier 2 Issuer on the TSX-V on January 4th, 2010.
Aegis President & CEO Tom Matzen said "The completion of the Qualifying Transaction is an important step forward for Aegis and allows us to take public high quality assets with the intention of building long term shareholder value. We intend to use the proceeds from the financings to invest in franchise marketing, pay the professional fees associated with the merger, service debts, and working capital for the growth of the Company. We would like to especially thank all those involved in completing this transaction. Thousands of hours of effort by our legal counsel, accountants, auditors, Board Members and Senior Officers have resulted in something that lays a good foundation for our shareholders."
In connection with the completion of the Qualifying Transaction: (a) Avian Acquisition Corp. (a Wyoming corporation and wholly-owned subsidiary of the Company) merged with Parmasters (also a Wyoming corporation) pursuant to a merger (the "Merger") completed under the Wyoming Business Corporations Act, with the result that Parmasters, as the surviving entity (the "Surviving Company"), became a wholly-owned subsidiary of the Company, and (b) pursuant to the Merger (i) the outstanding common shares of Parmasters were converted into and exchanged for fully paid and non-assessable common shares of the Company on a 1:1 basis, and (ii) a total of 2,083,943 common share purchase warrants of Parmasters were converted into and exchanged for common share purchase warrants of the Company on a 1:1 basis:
The directors of the Company consist of the following persons:
Tom Matzen - President, Chief Executive Officer, Co-Founder,
Michael Levy - Chief Investment Officer, Secretary, Director
Paul Cox - Director
Richard Godfrey - Director
The Officers of the Company consist of the following persons:
Tom Matzen - President, Chief Executive Officer, Co-Founder
Michael Levy - Chief Investment Officer
Robert Rudman - Chief Financial Officer
John Harrison - Chief Operating Officer
Andrew Winston - Director of Key Accounts
Allen Bonk - Director of Business Golf
The directors of the Surviving Company consist of the following persons:
Scott Hazledine - Chief Golf Professional, Co-Founder, Director
Tom Matzen - President, Chief Executive Officer, Co-Founder
Michael Levy - Chief Investment Officer, Director
As disclosed in the Company's Filing Statement, the Agreement and Plan of Merger, as amended, also contemplated that Scott Hazledine, a founding director of Parmasters, would also be appointed to the board of directors of the Company. However, certain limitations under the Business Corporations Act (British Columbia) limit the Company to only four directors until the next annual meeting of the Company's shareholders. Accordingly, Mr. Hazledine has not been appointed as a director of the Company. Mr. Hazledine continues as a director of the Surviving Company.
U.S. Securities Law Note
The securities of the Company referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
Parmasters has developed and currently markets the following types of golf-related franchises: Parmasters(R) Golf Training Centers, Links Golf Cafés(TM) and Quantum Business Golf(TM). Assets include ownership of the Parmasters trademarks in Canada and the United States and the rights to use the intellectual property related to golf instruction and franchising.
About Aegis Investment Management (Golf), Inc.
Aegis currently has one golf training center franchise operating, in Memphis, Tennessee, one Quantum Business Golf Franchise operating in Vancouver, British Columbia, and eight Regional Franchisors operating in the United States, Canada, the Middle East and China. The Company has a total of 225 franchises awarded across their three franchise brands, and have been selected as a Top 50 Franchise in North America for four years in a row.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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 the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.
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 from a conclusion, forecast or projection in such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events. In addition, the Company's franchisees are independent businesses and, as a result, their operations may be negatively affected by factors beyond the Company's control which in turn may damage the Company's reputation and could negatively affect the Company's financial condition and performance. Revenues and earnings would also be negatively affected, and the Company's reputation could be harmed, if a significant number of franchisees were to: experience operational failures; experience financial difficulty; be unwilling or unable to pay Parmasters for any fees; or fail to enter into renewals of franchise agreements. The Company's brand recognition will be an important factor in developing and maintaining its competitive position. No assurance can be given that others will not independently develop substantially similar branding. In addition, Parmasters relies on one or more of the following to protect its proprietary rights: trademarks, copyrights, trade secrets, confidentiality procedures, and contractual provisions. Despite the Company's efforts to protect its proprietary rights, unauthorized parties may attempt to obtain and use information that Parmasters regards as proprietary. Stopping unauthorized use of the Company's proprietary rights may be difficult, time-consuming and costly. There can be no assurance that Parmasters will be successful in protecting its proprietary rights and, if it is not, its business, financial condition, liquidity and results of operations could be materially adversely affected. The Company's franchise system is also subject to franchise laws and regulations enacted by a number of provinces. Any new legislation or failure to comply with existing legislation may negatively affect operations, and could add administrative costs and burdens associated with these regulations, all of which could affect the Company's relationship with its franchisees.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF AEGIS AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE.
SOURCE AEGIS INVESTMENT MANAGEMENT (GOLF), INC.
For further information: For further information: Tom Matzen, President and CEO, Aegis Investment Management (Golf), Inc., Telephone: 1-800-663-2331, Email: firstname.lastname@example.org, Website: www.aegisinvestmentmanagement.com, Telecopier: 1-800-416-6325