MONTREAL, May 7 /CNW Telbec/ - Parta Sustainable Solutions Inc. (the
"Company") (TSX-V: PAS), previously Parta Growth Capital I Inc., is pleased to
announce that is has completed the previously announced Qualifying Transaction
(the "Transaction") with EDU-Performance Canada Inc. ("EDU"). Pursuant to the
Transaction, the Company acquired from shareholders of EDU all of EDU's issued
and outstanding shares by way of a share exchange. The purchase price was
satisfied by the issuance of 3,276,923 common shares ("Common Shares") of the
Company at a deemed price of $0.39 per share, on a post-consolidation basis.
The Transaction constitutes the Company's Qualifying Transaction for purposes
of the policies of the TSX Venture Exchange (the "Exchange"). Upon listing of
its shares on the Exchange, which is still subject to final review of closing
materials by the Exchange, the Company will be a Tier 2 technology/industrial
Closing of the Transaction was preceded by the consolidation of the
Company's securities resulting in each three (3) securities being exchanged
for one (1) new security (the "Consolidation") which became effective April 7,
All of the Common Shares issued to EDU shareholders are subject to a Tier
2 surplus escrow agreement for a period of 36 months following the closing of
the Transaction, with 149,919 Common Shares being released upon the issuance
of the Exchange Bulletin, 149,919 Common Shares 6 months thereafter, 299,838
Common Shares 12 months thereafter, 299,838 Common Shares 18 months
thereafter, 449,757 Common Shares 24 months thereafter, 449,757 Common Shares
30 months thereafter and the balance, namely 1,199,357 Common Shares 36 months
following issuance of the Exchange Bulletin. Release provisions provided in
the Company's Filing Statement dated March 26th, 2009, should be disregarded
as they relate to release provisions which are no longer applicable and have
been replaced by the Exchange.
The following corrections should be made to the Filing Statement, dated
March 26, 2009, which has already been submitted on SEDAR:
Executive Compensation: As per an Employment Contract dated October 15,
2008 between EDU and Mr. Sylvain Dufour, commissions payable to Mr. Dufour
will vary, over a 24 month period, between 4% to 9% of total direct sales
generated by Mr. Dufour as opposed to the 6% to 8% indicated in the Filing
Restriction and Release of Employee's Shares: With regard to Mr. Dufour's
agreement, the following will now apply:
In the event that Mr. Dufour leaves, departs or resigns EDU on his own
volition or for Cause during the Restricted Period or in the event that Mr.
Dufour does not reach a minimum of $CAD250,000 in total Sales for the first 6
months period of the Restricted Period, 50% of the Restricted Shares will be
redeemed by PARTA for an aggregate redemption price of $1.00; or
In the event that Mr. Dufour ceases to be employed by EDU during th
Restricted Period following EDU's decision other than for cause, Mr. Dufour
will will receive all of the Restricted Shares on the date of termination of
Management Description: Mr. Dufour is identified as having a bachelor's
degree in engineering. Mr. Dufour received an engineering equivalent degree
from ETS (Ecole Technologique Supérieure) through l'Ordre des Technologues. We
believe that identifying Mr. Dufour as an engineer could be erroneous. Mr.
Dufour has graduated with a bachelor's degree in Political Science from UQUAM.
Jones, Gable & Company Limited acted as sponsor to the Transaction
pursuant to the rules of the Exchange, for which it was compensated $10,000 in
addition to receiving 66,667 sponsor warrants, each warrant exercisable into 1
Common Share of the Company at a price of $0.39 for a period of 24 months.
For more information regarding the Transaction and related matters see
the Filing Statement of the Company dated March 26, 2009 available at
www.sedar.com (the "Filing Statement").
Post Transaction Share Ownership
After giving effect to the Transaction and the private placement, the
Company has 8,318,090 Common Shares issued and outstanding
(post-consolidation). Upon completion of the Transaction, EDU shareholders
beneficially own approximately 39.4% of the total issued and outstanding
common shares of the Company.
About Parta Sustainable Solutions Inc.
PARTA Sustainable Solutions Inc. develops and implements innovative
services and technologies helping corporations to operate and grow in a world
increasingly shaped by sustainable development issues. PARTA offers
international corporations communication, training & new media expertise
helping them meet their sustainability goals.
Board of Directors and Management
Concurrent with completion of the Transaction, André Goli and Philippe
Dunsky were appointed as directors of the Company so that the board of
directors is now composed of André Goli, Balthasar Heyer, Gilbert Boyer,
Philippe Dunsky, Adrian Teuscher and Paul Allard. André Goli was appointed as
President of the Company and Sylvain Dufour was appointed as Vice-President.
Other officers of the Company are Jean-Francois Pelland continued to act as
Corporate Secretary and Randy Koroll as Chief Financial Officer.
André Goli, B.A., Director and President.
After having received a bachelor's degree in law in Montpellier, France,
followed by a business bachelor's degree from l'ESIAE, Paris, in 1991, Mr.
Goli founded the company Edu-Performance Canada in Montréal. Mr. Goli
introduced a collection of online office automation content training programs
to the francophone market, which over the years has expanded greatly with
multimedia technologies, networking, intranet and internet. Over time, Mr.
Goli has supervised the development of numerous technologies that are today
used by Edu-Performance Canada. Mr. Goli overlooks the general management of
the company as well as its operations and is a key player in the development
of the European market.
Paul Allard, B.A., M.B.A.., Director and Chairman
Mr. Allard holds a Bachelor of Arts in music and an M.B.A. (Masters of
Business Administration) in International Marketing from the Ecole des Hautes
Etudes Commerciales in Montréal. Mr. Allard is presently and has been since
2006 the President and Chief Executive Officer of Alternative Initiative Media
Inc., which specializes 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.
Gilbert Boyer, B.A., C.M.A., Director
Mr. Boyer holds a Bachelor in Business Administration from the Université
du Québec à Montréal and has the CMA (Comptable en Management Accrédité)
certification. Mr. Boyer has 20 years experience in management, accounting and
cost control in the small-medium sized business segments. He is presently and
has been since 2006 the Finance Director and Controller of Location Brossard
Inc, a leader in the truck rental industry in the province of Quebec. From
1996 to 2006, Mr. Boyer was the controller of Drakkar & Associates Inc.
Philippe U. Dunsky, Director
Mr. Dunsky has over sixteen years of experience in the energy sector,
primarily in the fields of energy efficiency, green power and climate change
tools and opportunities. President of Dunsky Energy Consulting, his North
American clientele includes primarily electric and gas utilities, government
agencies, non-profit organizations and private sector energy efficiency
Balthasar Heyer, Ph.D., Director
Mr. Heyer graduated from the University of Zurich in 1969 where he
obtained a PhD in business administration. Mr. Heyer is presently and has been
since 2002 the President and Chief Executive Officer of Heyer & Associates, a
private consulting, business support and office organisation in Switzerland.
From 1969 to 2002, Mr. Heyer held various positions for Swiss Re (a global
reinsurance and insurance corporation).
Adrian A. Teuscher, Director
Mr. Teuscher holds a diploma in Natural Sciences (Federal Institute of
Technology in Zurich / ETHZ). He is presently and has been the owner of
several companies such as AcuGuard Corporation, USA (management consulting)
since 1992 and Zuring AG (later became holding company of Guest Switzerland
and UK) since 1994.
Randy Koroll, Chief Financial Officer
Mr. Koroll holds a Bachelor in Economics from the University of Toronto.
Mr. Koroll is currently the Chief Financial Officer of Nevada Exploration Inc.
(TSX-V: NGE), Blue Ribbon Capital Corp. (TSX-V: BRQ.P), Aquarius Capital Corp.
(a CPC) being formed which is not yet public) and certain other private
companies. He is also a Director of Citadel Gold Mines Inc. (NEX: CGM) as well
as a member of that Company's audit Committee. He has 20 years of experience
in the accounting industry, mainly focusing on the small-medium sized business
segments for public accounting firms.
Sylvain Dufour, B.A., Vice-President.
Mr. Dufour holds a degree in Political Science and has been involved in
the training and education field for over 15 years. He created the company
FormaNet with Mr. Dany Bouchard, was a business development manager for
Technomedia, national and international sales manager for Tescult Eduplus
along with overlooking the business development in West Africa for Tecsult
International. Mr. Dufour has experience with expanding training programs and
hands-on experience with the development of technical tools to support
learning. Since 2005, he has been contributing to Edu-Performance with the
implementation of technical solutions in the education sector and distance
studies area, including web applications.
Jean-Francois Pelland. LL.B., D.E.S.S. Fisc., Secretary
Me Pelland is a member of the Québec Bar and holds a post-graduate tax
degree granted by l'Ecole des Hautes Etudes Commerciales of Montreal. Me
Pelland has a domestic and international business law practice with an
emphasis on corporate finance, representing venture capital and private
investors, brokerage firms and private and public issuers. Me Pelland is
presently and has been a Partner of McMillan LLP, a Canadian law firm, since
September 2004. Prior to that, he was a partner of the Montreal law firm Hart
Saint-Pierre (now merged with Heenan Blaikie LLP) from September 2002 to
The TSX Venture Exchange has neither approved nor disapproved the
contents of this press release.
FORWARD LOOKING INFORMATION
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, THE COMPANY
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.
For further information:
For further information: Paul Allard, President, (514) 277-1201 ext. 35,