Binscarth PVC Ventures Inc.
TSX VENTURE : BPV

DoveCorp

June 28, 2005 15:28 ET

Binscarth PVC Ventures Inc. Announces TSX-V's Acceptance of Qualifying Transaction With DoveCorp

TORONTO, ONTARIO--(CCNMatthews - June 28, 2005) - Binscarth PVC Ventures Inc. (TSX VENTURE formerly BPV.P now BPV) is pleased to announce the TSX-V's acceptance of its Qualifying Transaction with DoveCorp (see press releases dated March 28 and June 7, 2005) as of June 22, 2005. The Share Exchange Agreement and the Filing Statement are available on SEDAR at www.sedar.com.

The transaction involved a share exchange granting DoveCorp's shareholders 40,000,000 Binscarth common shares with a deemed value of $0.30, leaving Binscarth with 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 36-month, TSX-V Tier 2 Value Security Escrow Agreement. In addition, 6,666,667 of the 40,000,000 Binscarth shares will be placed into a performance escrow targeting revenues in September, October, and November 2005 of $10.75 million on an annualized basis, failing which certain of these escrowed shares will be forfeited to treasury and cancelled.

Binscarth will now carry on the business of DoveCorp under DoveCorp's management. Sam Mizrahi, President of DoveCorp; Alan Tsui and Greg van Staveren, Co-Chief Financial Officers of DoveCorp; and Norman Hertzman, Vice President, Operations of DoveCorp will become President and Chief Executive Officer; Co-CFOs; and Vice President, Operations, respectively, of Binscarth. Sam Mizrahi, George Engman, Douglas A. Harris, and Clare Copeland, the directors of DoveCorp, will become directors of Binscarth, with Nelson Smith continuing as a director of Binscarth. 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 transaction is an arm's length transaction as the directors and 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 www.sedar.com.

About DoveCorp:

DoveCorp is Canada's dry cleaning and laundry leader. For more than 10 years, its flagship Dove Cleaners division has been widely recognized by various fashion and industry magazines as the best premium dry cleaners and laundry in Canada. At the same time, its Dove Depot, Meena Cleaners, and Natural Cleaners divisions excel in the mass market. DoveCorp's newest venture, Dove Cleaners Commercial, is a full-service provider of linen, uniform, and mat rentals. The company also provides out-sourced dry-cleaning and laundry services. With scalable technology and proven management, superlative operational and quality control systems, and a 42,000-square-foot state-of-the-art facility, DoveCorp boasts the world's only ISO 9001 dry cleaning registration. In a consolidating industry, DoveCorp will expand its reach across Canada through organic growth and acquisition.

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 and DoveCorp
    Sam Mizrahi
    President & CEO
    (416) 782-8788 x 23
    or
    Binscarth
    Nelson Smith
    Director
    (416) 565-7518
    or
    Ciris Investor Relations
    Robin Sundstrom
    President
    (416) 368-8770 x 223