Park Avenue Investment Corporation
TSX VENTURE : PAI.P

October 05, 2007 16:47 ET

Park Avenue Investment Corporation Announces Closing of Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Oct. 5, 2007) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR OVER UNITED STATES WIRE DISTRIBUTION SERVICES

Park Avenue Investment Corporation (TSX VENTURE:PAI.P) ("Park Avenue"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), announced today that, subject to the final approval of the Exchange, it has closed its Qualifying Transaction with Electric-Spin Corporation ("Electric-Spin"). Pursuant to the Qualifying Transaction, Park Avenue has acquired all of the issued and outstanding shares of Electric-Spin. Subsequent to completion of the Qualifying Transaction, Park Avenue changed its name to Electric-Spin Ltd. The intention to complete the Qualifying Transaction was initially announced on March 22, 2007 and further updated on August 20, 2007 and September 27, 2007.

Park Avenue filed a filing statement (the "Filing Statement") dated September 26, 2007 with the Exchange and applicable securities commissions disclosing its Qualifying Transaction with Electric-Spin. The Filing Statement is available for review on the SEDAR website under Park Avenue's profile at www.sedar.com.

The details of the Qualifying Transaction are as follows: Park Avenue acquired all of the issued and outstanding shares of Electric-Spin in exchange for 38,314,654 Park Avenue common shares. The issued and outstanding share capital of Park Avenue immediately following completion of the Qualifying Transaction is 45,498,654 common shares on an undiluted basis (47,794,417 common shares on a fully diluted basis).

Of the 38,314,654 common shares issued pursuant to the Qualifying Transaction, 30,558,783 are subject to escrow imposed by the Exchange. In addition, 14,367,993 common shares (the "Performance Escrow Shares") are subject to a performance escrow agreement (the "Performance Escrow Agreement") among Park Avenue, each of the shareholders of Electric-Spin and an escrow trustee, pursuant to which up to 14,367,993 of such escrowed common shares will be forfeited and cancelled in the event of the failure of Electric-Spin to achieve minimum consolidated revenue of $3,500,000 in the 12 calendar month period immediately following the completion of the Qualifying Transaction (the "Performance Escrow Term"). In the event that Electric-Spin's consolidated revenue during the Performance Escrow Term is equal to or greater than $9,500,000, all of the Performance Escrow Shares shall be released from escrow on a pro rata basis. The number of Performance Escrow Shares which shall be released from escrow in the event of Electric-Spin's consolidated revenues falling within these minimum and maximum target thresholds during the Performance Escrow Term shall be determined in accordance with the terms of the Performance Escrow Agreement. Performance Escrow Shares released from escrow are subject to any additional terms of escrow imposed by the Exchange in connection with the Qualifying Transaction.

On closing, Ruby Osten and Harley Mintz resigned as directors of Park Avenue and Anees Munshi, Alnoor Ebrahim and Anwar Matin were appointed as directors, joining Barry Reiter and Chris Skillen. Anees Munshi was appointed as President and Chief Executive Officer and Alnoor Ebrahim was appointed as Chief Financial Officer of Park Avenue.

Trading in Park Avenue's common shares was suspended for failure to complete a Qualifying Transaction within 24 months of listing on the Exchange. As Park Avenue has filed final documentation with the Exchange in respect of the Qualifying Transaction, the common shares of Park Avenue, under the new name of Electric-Spin Ltd., are anticipated to commence trading on Wednesday, October 10, 2007 on the Exchange under the stock symbol "ESC". The Qualifying Transaction does not result in a consolidation of the common shares of Park Avenue.

For further information about Park Avenue, Electric-Spin and the Qualifying Transaction, please refer to the filing statement dated September 26, 2007 on www.sedar.com. The summary of the Qualifying Transaction included above is qualified in its entirety by reference to the description of the Qualifying Transaction in the filing statement.

About Electric-Spin Corporation

Electric-Spin is a private corporation existing under the laws of Canada. Based in Woodbridge, Ontario, Electric-Spin has become a leader in home golf simulation, sold under its brand name, Golf Launchpad, and is dedicated to becoming the worldwide leader in interactive sports simulation products. Its first product, Golf Launchpad for the PC/Mac was introduced at the Electronics Entertainment Expo (E3) in May, 2004. In January, 2006, Electric-Spin's second product, Golf Launchpad for the PS2, introduced at the Consumer Electronics Show in Las Vegas, won the CES Innovations Award in its class. On January 2nd, 2007, at this year's Consumer Electronics Show, Electric-Spin in partnership with NDS Ltd., a subsidiary of News Corp., introduced an XTV application of Golf Launchpad that enables users to plug Golf Launchpad into a set-top box, and play along with their favorite golfers during televised tournaments. This service is anticipated to be commercially available in 2008.

About Park Avenue Investment Corporation

Park Avenue is a corporation existing under the laws of the Province of Ontario and is a reporting issuer in the Provinces of Ontario, Alberta and British Columbia.

Further information regarding Park Avenue can be found in the Park Avenue's public disclosure record available at www.sedar.com.

This press release contains forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. When used herein, words such as "intend", "may", "will", "should", "could", "anticipate", "believe", "plan", "estimate", "potential", "expect" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on assumptions by and information available to the Park Avenue. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include such risks and factors as are detailed from time to time in the Park Avenue's continuous disclosure documents filed with the Ontario Securities Commission and other regulatory authorities at www.sedar.com. Actual results may differ materially from those currently anticipated. Park Avenue has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Electric-Spin Ltd.
    Anees Munshi
    Chief Executive Officer
    (416) 410-1166