Canadian Public Venture Finance I Inc.

March 15, 2005 16:39 ET

Canadian Public Venture Finance Announces Qualifying Transaction


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: CANADIAN PUBLIC VENTURE FINANCE I INC.

TSX VENTURE SYMBOL: NNN.P

MARCH 15, 2005 - 16:39 ET

Canadian Public Venture Finance Announces Qualifying
Transaction

MONTREAL, QUEBEC--(CCNMatthews - March 15, 2005) - Canadian Public
Venture Finance I Inc. (TSX VENTURE:NNN.P) ("Finance I" or the
"Corporation") today announced details concerning its proposed
Qualifying Transaction involving a business combination (the "Business
Combination") with Extenway Solutions Inc. ("Extenway").

About Extenway

Extenway is a private technology company based in Montreal, Quebec that
specializes in the development of software and hardware products for the
lodging industry. Extenway provides a comprehensive in-room workstation
with easy and instant access to email, the Internet and television on a
digital, high-definition flat screen while at the same time providing
the hotel with an enterprise management software solution that allows
for better management of the hotel and staff operations (the "Extenway
Solution"). Using patent-pending, proprietary television and computer
technologies, Extenway offers a product enabling true computer,
high-resolution HDTV-compliance, and digital television capabilities in
a hotel room.

Extenway's products are designed to provide hotels with the ability to
operate their business more profitability, bring their guests a superior
digital entertainment experience, enable them to work on business
documents in the privacy of their rooms, and provide the hotel
owners/management more information on the habits of their guests, all on
one integrated platform.

Extenway is positioning itself as a supplier to the lodging industry of
the following services:

- In-room high speed Internet;

- In-room video-on-demand;

- In-room computer network;

- Software and upgrades;

- Cable Television;

- Television maintenance; and

- Consulting services.

Extenway sells, installs, integrates, manages, maintains and supports
its products and associated technologies and activities. The Extenway
Solution integrates specific applications designed to accommodate the
needs of hoteliers and is thus an effective tool in helping streamline
the management of the hotel's day-to-day operations. The Extenway
Solution allows the hotel to track information on its guests' specifics
actions and preferences, and manage it using the hotel's customer
relations management software. Extenway also offers a precise, real-time
inventory management solution that interfaces with the hotel's existing
property management system or housekeeping manager's PC.

Management of Extenway believes the key advantages of the Extenway
Solution are as follows:

- Superior in-room information;

- A superior HDTV entertainment experience;

- A virtual business office and computer in every guest room;

- Extensive knowledge of guests preferences by hotel management that is
captured by the hotels' database server;

- Additional revenue streams that increases the hotel's revenue per
available room; and

- Information technology and software applications that provides
hoteliers the opportunity to manage their staff more efficiently and
reduce their many operating expenses.

Products of Extenway

The Extenway Solution is comprised of three functional units including:
(i) an LCD widescreen digital display, a remote control, and a wireless
keyboard located in the hotel room; (ii) an on-site network and
applications server; and (iii) a network operating system and support
centre. Some of the possible features of the Extenway Solution,
depending on the particular hotel requirements and capabilities, include:

- Basic local TV channels;

- High Speed Internet Access;

- Scalable technology that supports high-resolution television signals
and HDTV;

- Multitasking features enabling users to surf the net and watch TV
simultaneously;

- Business centre in every room, with full MS Office capabilities;

- CRM and billing interface capabilities (tracking of all buttons
pressed on the remote or keyboard);

- Access to widely used e-mail services such as MSN Hotmail, AOL and
Yahoo mail, to open attachments;

- Web-based games;

- Interactive concierge services;

- Staff management and training applications;

- Printing capabilities;

- Marketing of hotel merchandise and services;

- Room service via the media digital display;

- Information on third-party vendors: tour operators, car/bus services,
movie theatres, golf courses;

- Laptop hookup to high-speed Internet;

- On-screen account review;

- Express checkout;

- Guest survey;

- Multilingual capabilities;

- Interface capabilities electronic devices (including door lock,
mini-bar and thermostat);

- List of local events and attractions;

- Easy-to-use booking application for upcoming hotel stays;

- Ability to promote the hotel's restaurants, bars, room service and/or
mini-bar; and

- Ability to list meetings and events being held in conference rooms,
with corresponding schedules available exclusively to registered
attendees.

Extenway Market

Extenway intends to capitalize on the demand for hotels to differentiate
themselves from their competitors, increase their revenue, and reduce
their overall operational expenses. Extenway has launched its services
to lodging properties that are being newly constructed, renovated or
re-branded in the upscale and luxury hotel/resort markets in North
America.

According to the American Hotel and Lodging Association, the North
American hotel market is a $110 billion industry that is made up of
49,000 properties representing 4.7 million rooms. The number of hotel
rooms is expected to grow by 1.5% consistently during the next few
years. The luxury and upscale tiers of the North American hold market
are composed of the top 30% of rooms (i.e., the top 15% is luxury and
the next 15% is upscale) or 1.4 million rooms, according to Lodging
Econometrics, Inc.

According to Lodging Econometrics, Inc., there is currently a total of
920,000 rooms that are planned for new construction, refurbishing or
re-branding within North America in all market segments over the next
five years.

Current Customers of Extenway

Pursuant to its initial pilot program, Extenway has installed the
Extenway Solution in one hotel located in Montreal, Quebec and is
currently installed in 136 rooms.

Business Model of Extenway

Extenway's business model is based on three revenue streams. Extenway
sells the hardware, principally LCD screens and backend servers, to the
hotel and provides ongoing hardware maintenance. Extenway also licenses
its applications software and provides ongoing software maintenance. In
addition, Extenway receives management fees when hotel guests use some
of the services available on the Extenway Solution such as virtual PC;
in-room business center; high speed Internet, Internet games,
video-on-demand and third party local services such as restaurant
reservations, hotel reservations and local attractions.

Extenway's selling proposition is based upon the increased financial
returns to the hotelier. The Extenway Solution enables significantly
greater functionality and applications at a small premium to the
alternative cost of putting in LCD displays and the Internet. According
to assorted industry publications, the enhanced guest experience results
in improved occupancy rates and cross-selling opportunities for the
hotel.

Extenway Corporate Information

Extenway was incorporated under the Canada Business Corporations Act on
April 26, 1999 as IRG - Infomedia Research Group Inc. Extenway changed
its name to Extenway Solutions Inc. on October 28, 2003 and commenced
operations shortly thereafter. The principal office of Extenway is
located in Montreal, Quebec and its website address is www.extenway.com.

Extenway is in the process of completing a reorganization after which it
will have 26,666,667 common shares (the "Extenway Common Shares") issued
and outstanding and will have no stock options, warrants, anti dilution
or other rights to purchase Extenway Common Shares outstanding, other
than pursuant to an up to $1,700,000 financing (the "Extenway
Financing") with Innovatech Quebec, John McAllister Holdings Inc. and
David Brown.

Pursuant to the Extenway Financing, $1.7 million, of which $796,000 has
been advanced to date, will be advanced to Extenway prior to completion
of the Business Combination. Concurrent with the closing of the Business
Combination, the amount outstanding under the Extenway Financing will be
converted into Extenway Common Shares on the basis of one Extenway
Common Share for each $0.30 principal amount.

The principal shareholders of Extenway are Innovatech Quebec, a $125
million venture capital fund owned by the Government of Quebec providing
early stage financing to high-tech companies, John McAllister Holdings
Inc, a holding company controlled by John McAllister the Chief Executive
Officer of Extenway and David Brown the Chief Financial Officer of
Extenway, both of Montreal, Quebec. Innovatech will own 62.5%, John
McAllister Holdings Inc. will own 21.5%, and David Brown will own
approximately 5% of the outstanding shares of Extenway after the
reorganization and the Extenway Financing.

Based on unaudited management prepared financial statements for the ten
months ended February 28, 2005, Extenway had revenue of $258,000,
expenses of $3,502,000, a net loss of $3,244,000 and a working capital
deficiency of $975,000, assets of $568,000 and liabilities of
$1,548,000, excluding certain debt owed to related parties that will be
converted into Extenway Common Shares as part of the reorganization and
an amount of $796,000 outstanding under the Extenway Financing which
will be converted into Extenway Common Shares concurrent with the
closing of the Business Combination.

As at February 28, 2005, Finance I had net cash assets of approximately
$1,700,000.

Directors and Officers of Extenway

The current directors of Extenway are John McAllister, Richard
Laferriere and Lorne Zakaib.

John McAllister has been the Chairman and a Director of Extenway since
October 2003 and has been the President and Chief Executive Officer
since recently. Mr. McAllister has more than forty years of experience
in the electronics industry. A pioneer in contract manufacturing in
Canada, from 1983 to August 2001 he was a co-founder of C-MAC Industries
Inc. and a founder, President and CEO of Primetech Electronics Inc. a
public electronics manufacturing company listed on The Toronto Stock
Exchange ("TSX"), that was acquired in August 2001 by Celestica Inc. for
$260 million. Mr. McAllister remained as General Manager of Celestica
Montreal from September 2001 through to February 2002. Since April 1983,
Mr. McAllister has been the President of John McAllister Holdings Inc.

Richard Laferriere has been a Director of Extenway since October 2003.
Mr. Laferriere is the Chairman of the Board and Chief Executive Officer
of FRV Media Inc., a public television cinema and publishing company
listed on TSX Venture Exchange Inc. ("TSX Venture") since June 2000. Mr.
Laferriere was also the Chairman of the Board, Chief Executive Officer
and Chief Financial Officer of Fiberoptic One Inc. from 2001 to
September 2004, a public company that develops online collaboration
software for IP Networks listed on TSX Venture that completed a business
combination in September 2004 and is now called Globecom International
Inc. Since 1995, Mr. Laferriere has been the Chairman of the Board of
Warnex Inc., a public biotechnology company providing advanced
diagnostic and quality control products and services, listed on TSX. He
has also since 2003 been the Chairman of the Board of CorActive
High-Tech Inc., a private company that designs and manufactures
specialty optical fiber technologies.

Lorne Zakaib has been a Director of Extenway since October 2003. Mr.
Zakaib has been an independent consultant since May 1995. As a
consultant he has worked with Ernst & Young LLP and IBM in manufacturing
and business process improvements. From 1996 to 1998, he was also a
consulting General Manager to Heroux Landing Gear, a division of Heroux
- Devtech Inc., a public company listed on TSX. Mr. Zakaib was the
Executive Vice-President and Chief Operating Officer of SNC Industrial
Technologies from 1989 to 1994. From May 1994 to May 1995, Mr. Zakaib
was the Vice-President and General Manager of Circo-Craft Inc., an
electronic manufacturing services company. Mr. Zakaib was the Site
Manager of the IBM Bromont manufacturing facility with 3,000 employees,
from 1980 to 1989. Mr. Zakaib has a Bachelor of Engineering degree from
McGill University, Montreal, Quebec.

The current officers and key personnel of Extenway are John McAllister,
Chairman, President and Chief Executive Officer; David Brown, Acting
Chief Financial Officer; Michel Eric, Vice-President, Products &
Technology; Barry Simcoe, Vice-President, Operations; Marguerite
Bourgeois, Secretary and Legal Counsel; Mario Pelletier, Chief
Technology Officer; and Freddy Kalles, Sales and Marketing.

David Brown has been the acting Chief Financial Officer of Extenway
since March 2003. Mr. Brown was the Vice-President, Finance and Chief
Financial Officer of Primetech Electronics Inc., a public electronics
manufacturing company listed on TSX, from April 1992 to September 2001.
Since September 2001, Mr. Brown has been the Secretary Treasurer and a
Director of Primonics Inc., a private electronic product engineering
development and IT service company. Prior to joining Primetech
Electronics Inc., Mr. Brown occupied a number of financial positions at
General Electric Canada. Mr. Brown holds a Bachelor of Commerce degree
from Queens University in Kingston, Ontario.

Michel J. Eric has been the Vice-President, Products & Technology of
Extenway since September 2004. Mr. Eric has over 30 years of experience
in the telecommunications and information technology areas. He was the
Vice-President and/or General Manager of the Products Unit of Ericsson
Research Canada from June 1995 to June 2001. He was a Management
Consultant at Virtual Telecommunications Services, a private
telecommunications consulting company, from June 2001 to September 2004.
Mr. Eric has acted as a strategic consultant with companies, industry
associations and government agencies. His previous work experience
includes as Vice-President, Network Operations with Rogers Cantel Inc.
from 1988 to 1993. He has Bachelor and Master's degrees in Engineering
from McGill University and Carleton University, respectively. He also
has a Master of Science degree and a Ph.D in Engineering - Economic
Systems from Stanford University, California.

Barry Simcoe has been the Vice-President, Operations of Extenway since
March 2003. He was a consultant with Primetech Electronics Inc. from
September 1998 to March 2003 providing investor relations support,
facilities management for manufacturing, and marketing support. From
August 1996 to September 1998, he was the Director of Business
Development at Simtran Technologies Inc., a subsidiary of Primetech
Electronics Inc. He has held key marketing, engineering development
management, business development and operations positions with IBM
Canada Inc., Hewlett-Packard Inc., Bell+Howell Inc. (Image Processing
Division), Sun Microsystems Inc. and Silicon Graphics Inc.

Marguerite Bourgeois has been in private practice since January 2002
and, as such, the Legal Advisor for Extenway since February 2004. Prior
to January 2002, Ms. Bourgeois was the Vice-President, Legal and
Regulatory for Olameter Inc. from January 1999 to December 2001.
Previously she held positions as Vice-President, Legal and Regulatory
Affairs for Loto-Quebec and for Fonorola Inc., a public company listed
on TSX. She holds a Bachelor of Civil Law degree and a Bachelor of
Science degree from McGill University.

Freddy Kalles has been a Sales and Marketing Consultant for Extenway
since 1984. He was the President of JobPlex Inc., a private company
providing volume recruiting solutions, from April 2000 to January 2005.
From 1984 to 1989, he founded and operated Kalevision Systems Inc., a
North American hotel, entertainment and interactive television business
that was purchased by Spectravision (On Command Corporation). He has
also acted as a consultant to several technology and security-related
companies.

Mario Pelletier has been the Chief Technology Officer of Extenway since
April 2003. He is currently also the Chief Technical Officer of
Primonics Inc., a private electronic product engineering development and
IT services company, and has been since February 2003. Mr. Pelletier has
over 18 years of work experience in the engineering, telecommunications
and information technology sectors. He was the Vice-President Products,
of the New Network Access Division from July 2000 to July 2002 of NMS
Communications Inc. He was the Vice-President Engineering of InnoMedia
Logic (IML) Inc. ("IML") from 1996 to July 2000 and was ATM Product
Manager of IML from 1996 to 1997 previous work experience was in product
marketing and program management positions at Primetech Electronics Inc.
and the RCMP.

About the Proposed Qualifying Transaction

Finance I has entered into an arm's length letter agreement dated March
8, 2005 with Extenway and the principal shareholders of Extenway,
pursuant to which the Corporation and Extenway have agreed to complete a
business combination (the "Business Combination") to form a new company
called Extenway Solutions Inc. ("NewCo"). The Business Combination is
expected to constitute a Qualifying Transaction of the Corporation as
defined in Policy 2.4 of the TSX Venture Corporate Finance Manual.

The Business Combination will be completed after Extenway has completed
a private placement of up to 7,666,666 subscription receipts at a price
of $0.30 per receipt for gross proceeds of a minimum of $1,300,000 and a
maximum of $2,300,000 (the "Extenway Private Placement"). Extenway has
engaged CTI Capital Inc. (the "Agent") to act as agent in connection
with the Extenway Private Placement and in connection therewith the
Agent will be paid a commission of 10% and a corporate finance fee of
$15,000. In addition, the Agent will be granted agent's options (the
"Extenway Agent's Options") to purchase 10% of the number of Extenway
Common Shares issued pursuant to the conversion of the Subscription
Receipts sold under the Extenway Private Placement plus an additional
40,000 Extenway Common Shares at a price of $0.30 per share for a period
of eighteen (18) months. Each subscription receipt will entitle the
holder to receive, for no additional consideration, one Extenway Common
Share as follows: (i) at any time upon written notice from a holder to
Extenway; (ii) automatically concurrent with the closing of the Business
Combination such that each holder will receive Extenway Common Shares
that will be converted pursuant to the Business Combination into NewCo
Common Shares (as defined below); or (iii) at any time as determined by
the Agent in its sole discretion.

Extenway intends to use the net proceeds of the Extenway Private
Placement and the Extenway Financing to fund sales and marketing
initiatives, the repayment of outstanding payables, ongoing software
application development, and general working capital to be deployed
according to a budget of Extenway to be in a form mutually agreed. After
completion and conversion of the maximum Extenway Private Placement and
the conversion of the Extenway Financing, Extenway will have 40,000,000
Extenway Common Shares and 806,666 Extenway Agent's Options outstanding.

Pursuant to the terms of the Business Combination: (i) the holders of
the Extenway Common Shares (including the Extenway Common Shares to be
issued upon conversion of the Extenway Financing) will receive one
common share of NewCo (the "NewCo Common Shares") with a deemed value of
$0.30 per share for each share owned for an aggregate deemed value of $8
million prior to completion of the Extenway Private Placement and $12
million assuming the completion of the maximum Extenway Private
Placement; and (ii) the holders of the Finance I Common Shares will
receive one NewCo Common Share for each share owned with a deemed value
of $0.30 per share. The outstanding stock options and agent's options of
Finance I and Extenway shall be replaced with stock options and agent's
options of NewCo with identical terms.

After completion of the Business Combination, management of Finance I
will consist of the current Extenway officers.

After completion of the Business Combination, the NewCo board of
directors will consist of William Hess and Alain Lambert both current
directors of Finance I, as well as John McAllister, Richard Laferriere,
Francine Laurent and Lorne Zakaib.

Francine Laurent P.Eng., MBA is currently the President and Chief
Executive Officer of Innovatech Quebec and has been since 1998.
Innovatech Quebec is a $125 million venture capital fund owned by the
Government of Quebec, providing early stage financing to high-tech
companies. She is currently a board member of Societe Innovatech Quebec,
Chaudiere-Appalaches, and Pole Quebec Chaudiere-Appalaches.

CTI Capital Inc., subject to completion of satisfactory due diligence,
has agreed to act as sponsor in connection with the Business
Combination. An agreement to act as sponsor should not be construed as
any assurance with respect to the merits of the Business Combination or
the likelihood of completion.

The completion of the Business Combination is subject to the approval of
TSX Venture and all other necessary regulatory approval. The completion
of the Business Combination is also subject to additional conditions
precedent, including shareholder approval of the Corporation for the
Business Combination, shareholder approval of Extenway, satisfactory
completion of due diligence reviews by the parties, board of directors
approval of the Corporation and Extenway, the entering into of a formal
agreement, the entering into of employment agreements and
non-competition agreements with certain key personnel of Extenway, the
completion of the Extenway Financing and its conversion into Extenway
Common Shares, the completion of the Extenway Private Placement for
minimum proceeds of $1,300,000, and certain other conditions.

Finance I announces it has reserved a price of $0.30 per share for the
grant of stock options to acquire up to 4,000,000 Common Shares (the
"Stock Options") in the event the Business Combination and the maximum
Extenway Private Placement are completed. The grant of the Stock Options
is subject to regulatory approval. The Stock Options will be granted to
directors, officers, employees and consultants of Finance I and
Extenway, as determined by the Board of Directors of NewCo following the
completion of the Business Combination.

The Business Combination will be an arm's length transaction as the
directors and officers of the Corporation currently have no interest in
Extenway.

As indicated above, completion of the Business Combination is subject to
a number of conditions, including but not limited to, TSX Venture
acceptance and shareholder approval. The Business Combination cannot
close until the required shareholder approval is obtained. There can be
no assurance that the Business Combination will be completed as proposed
or at all.

Investors are cautioned that, except as disclosed in the Information
Circular of the Corporation to be prepared in connection with the
Business Combination, any information released or received with respect
to the Business Combination may not be accurate or complete and should
not be relied upon. Trading in the securities of the Corporation should
be considered highly speculative.

(Not for dissemination in the United States of America)

-30-

Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Canadian Public Venture Finance I Inc.
    Alain Lambert
    President of Finance I
    (514) 219-7988
    or
    Extenway
    John McAllister
    President and Chief Executive Officer of Extenway
    (514) 694-4866
    The TSX Venture Exchange Inc. has in no way passed upon the merits of
    the Business Combination and has neither approved nor disapproved the
    contents of this press release.