Binscarth PVC Ventures Inc.

June 07, 2005 11:52 ET

Binscarth PVC Ventures Inc. Announces Additional Details for Qualifying Transaction


Binscarth PVC Ventures Inc. ("Binscarth") (TSX VENTURE:BPV.P) is pleased to announce additional details concerning its proposed Qualifying Transaction. Further to Binscarth's announcement of its proposed Qualifying Transaction with Dove Corp. ("DoveCorp") (see Binscarth's press release dated March 28, 2005), Binscarth and DoveCorp have entered into a definitive Share Exchange Agreement for the Qualifying Transaction and have filed a Filing Statement in respect of the transaction with the TSX Venture Exchange. The Share Exchange Agreement and the Filing Statement are available on SEDAR at

The transaction, which is expected to close on June 17, 2005, will
proceed by way of share exchange under the Share Exchange Agreement on the basis that DoveCorp's shareholders will receive 40,000,000 Binscarth common shares with a deemed value of $0.30. After completion of the transaction, Binscarth will have 49,137,000 common shares outstanding.

38,976,000 of the 40,000,000 Binscarth shares to be issued to Dovecorp's principal shareholders will be placed in escrow under a TSX Venture Exchange value escrow arrangement under which they will be released over a 36 month period. In addition, 6,666,667 of the 40,000,000 Binscarth shares will be placed into escrow whereby, in the event that DoveCorp fails to meet a consolidated revenue target, for the months of September, October and November 2005, of $10.75 million on an annualized basis, certain of these escrowed shares will be forfeited to treasury and cancelled on a basis pro rata to annualized revenues achieved for these months. Should revenues for such period fail to exceed the minimum threshold of $8.0 million on an annualized basis, all 6,666,667 shares will be forfeited to treasury and cancelled.

Following the completion of the transaction, Binscarth will carry on the business of DoveCorp under DoveCorp's management. Sam Mizrahi, President of DoveCorp, Alan Tsui, Vice President, Finance of DoveCorp and Norman Hertzman, Vice President, Operations of DoveCorp will become President and Chief Executive Officer, Vice President, Finance and Vice President, Operations, respectively, of Binscarth. In addition, DoveCorp has retained Greg van Staveren to serve in the capacity of Chief Financial Officer of Binscarth upon completion of the transaction to assist DoveCorp in its transition in becoming a public company. In addition, in connection with the completion of the transaction, Ruby Osten, Barry Reiter, Anthony Griffiths and Peter Snucins will resign as directors of Binscarth and Sam Mizrahi, George Engman, Douglas A. Harris and Clare Copeland, the directors of DoveCorp, will become directors of Binscarth. Nelson Smith will continue as a director of Binscarth following completion of the transaction. Shareholder approval is being sought at the annual and special meeting of Binscarth's shareholders scheduled for June 28, 2005 to change the name of Binscarth to "DoveCorp Enterprises Inc."

The TSX Venture Exchange has granted conditional approval to the
transaction. The completion of the transaction is subject to the final
approval of the TSX Venture Exchange and all other necessary regulatory
approval. It is also subject to additional conditions precedent, including satisfactory completion of due diligence reviews by the parties, board of directors approval of Binscarth and DoveCorp and the entering into of employment agreements and non-competition agreements with certain key personnel of DoveCorp and certain other conditions. officers of Binscarth currently have no interest in DoveCorp.

Additional details regarding the acquisition are available in Binscarth's Filing Statement dated June 3, 2005 which has been filed with the TSX Venture Exchange and is available on SEDAR at

About DoveCorp

DoveCorp is a leader in Canada's dry cleaning and laundry industry, with one of its divisions having over 10 years of recognition as "Best Dry Cleaning and Laundry in Canada" by various fashion and industry magazines. With scalable and proven management, operational and quality control systems and the only ISO 9001 dry cleaning registration in the industry, DoveCorp believes that it will be an industry consolidator.

As noted above, completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance. The Qualifying Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement of Binscarth prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Binscarth should be considered to be highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this release.

Contact Information

  • Binscarth PVC Ventures Inc.
    Nelson Smith
    President and CEO
    (416) 565-7518
    Sam Mizrahi
    President & CEO
    (416) 782-8788 x23