Parlay Entertainment Inc.

Parlay Entertainment Inc.

July 09, 2012 13:53 ET

Parlay Entertainment Announces Revocation of Cease Trade Order and Other Corporate Matters

BURLINGTON, ONTARIO--(Marketwire - July 9, 2012) -

All amounts in Canadian Dollars

Parlay Entertainment Inc. (TSX VENTURE:PEI.H) (the "Company"), is pleased to announce that the cease trade order issued by each of the Ontario Securities Commission ("OSC") and the British Columbia Securities Commission ("BCSC") in May 2011 has been revoked. The Applicant's common shares are listed on the NEX board of the TSX Venture Exchange ("TSXV") but the listing is presently suspended as a consequence of the cease trade order. With the revocation of the cease trade order, the Company will proceed to apply to have the trading suspension lifted.

Revocation of Cease Trade Order

On May 5, 2011, the OSC issued a temporary cease trade order against the Company as a result of the Company failing to file its audited consolidated financial statements for the year ended December 31, 2010, along with certain other required filings pursuant to the 2010 fiscal year end of the Company, within the predetermined timetable. The temporary cease trade order was replaced by a permanent cease trade order on May 17, 2011. A permanent cease trade order was issued by the BCSC on May 10, 2011. The Company filed a permanent cease trade order revocation application with the OSC and the BCSC on February 21, 2012, as by that date the Company was current with all financial statement and other filing requirements under applicable securities law. On July 6, 2012, the OSC and the BCSC granted the permanent cease trade order revocation. As of the date of this press release, the authorized share capital of the Company consists of an unlimited number of common shares (the "Authorized Shares"). The Company currently has 13,499,265 common shares issued and outstanding (the "Outstanding Shares"). Other than the Outstanding Shares, the Company has no securities issued or outstanding. Pursuant to the submission of the cease trade order revocation application, on March 30, 2012, the Company filed on SEDAR ( a Material Change Report as a remedial continuous disclosure filing to address executive compensation disclosures, audit committee disclosures and corporate governance disclosures for the year ended December 31, 2010. With the grant of the permanent cease trade order revocation, the Company has undertaken to hold an annual meeting of its shareholders within three months of July 6, 2012 or by October 6, 2012.

The OSC has requested that the Company disclose the following information in this press release pursuant to the grant of the permanent cease trade order revocation.

The Company is inactive and is attempting to reactivate its business. As of the date of this press release, the Company has no business plan nor has it the resources to develop a business plan.

The Company's principal shareholder is Mirzai Holding ApS, Hesselhojvej 70, DK - 8600, Silkeborg, Denmark and Soren Rosenville Mirzai is a Director or senior Officer of Mirzai Holding ApS. As of the date of this press release, Mirzai Holding ApS holds approximately 10.2% of the Outstanding Shares.

As of the date of this press release, the Company does not have an audit committee and the responsibilities of that committee have been assumed by the board of directors. It is anticipated that the audit committee will be reconstituted when the Company is able to appoint sufficient independent directors to meet regulatory and TSXV listing requirements.

Corporate Transaction

The Company had previously announced, on May 6, 2011, that it had appointed BDO Canada Limited ("BDO") to assist it in a restructuring and to act as its Proposal Trustee. On September 2, 2011, the Company had announced that it, in conjunction with BDO, had completed the sale of a majority of the Company's assets. That announcement noted that the Company and BDO would proceed with a liquidation proposal (the Proposal"), which in addition to other matters, would consider opportunities for the public vehicle, which might take the form of an outright sale, a reverse merger or wind-up.

On November 29, 2011, a letter of intent (the "Letter of Intent") was completed with BDO and a third party (the "Party") which provided the basis for a Proposal which was put to the creditors of the Company at a meeting held on January 19, 2012. The Proposal was approved by the creditors and it subsequently received court approval on February 6, 2012. Following the court meeting on February 6, 2012, the Company was no longer deemed to be bankrupt.

The Proposal provides that the Party shall acquire, on closing, the aggregate liabilities of the Company that are not discharged via the Proposal, in consideration for $30,000 which shall be added to the assets of the Company available to the pre-Proposal creditors of the Company.

There are conditions included in the Letter of Intent, including that the Party has to be satisfied before closing, that the Company could have the cease trade order revoked, and the Company can otherwise be brought back into good standing with all required regulatory bodies. The Letter of Intent has been extended on a number of occasions and presently requires that the transaction with the Party be concluded by August 15, 2012.

If the transaction contemplated in the Letter of Intent is consummated, the Party will acquire control of the Company and the Party may attempt to use the Company as a vehicle to enter into a subsequent reverse takeover transaction, or other type of corporate transaction, which would reactivate the Company's business. The Company has provided an undertaking to the OSC that it will not complete a transaction to reactivate its business outside Canada unless it complies with applicable securities law with respect to filing a preliminary and final prospectus for the proposed transaction and it receives the required regulatory approvals.

Changes to the Board of Directors

Coincident with the revocation of the cease trade order, the following changes were made to the board of directors. Mr. Scott F. White resigned as a director, and as the Chief Executive Officer of the Company. Mr. Perry N. Malone resigned as a director of the Company. Mr. Craig D. Schneider was appointed a director and the Chief Executive Officer of the Company. Mr. Alan D. Vichert was appointed a director of the Company. Mr. David Callander continues as a director of the Company and as Chief Financial Officer of the Company. Biographical details of the new directors are as follows:

Craig Schneider

President & CEO Corex Gold Corp.

Mr. Schneider joined Corex Gold Corp in November 2003, and has been instrumental in advancing the company to its current stage of development. Mr. Schneider has over 15 years experience in the administration and financing of junior companies, and holds a B.A from the University of British Columbia. Mr. Schneider was also a Founder and Director of Magnum Uranium a TSXV listed company which was recently purchased by Energy Fuels Inc.

Alan D. Vichert, B.A., B.Sc. (Geol), M.B.A., CRM

Senior Vice President, Chief Risk Officer, Corporate Administrator - Formation Metals Inc.

Mr. Vichert has many years of geological and business experience in the Middle East, the Caribbean, the USA and Canada. Before joining Formation Metals, Mr. Vichert spent a decade with the International Financial Centre Vancouver promoting world wide business in Vancouver. He assists Formation in matters of business development and is responsible for ensuring that business ventures engaged in by the company are managed in the manner most likely to reduce risk for shareholders.

When the audit committee of the Company is reconstituted, Messrs. Schneider and Vichert will be appointed to the audit committee.

Whether, and when, the Company can successfully complete the Proposal process is uncertain. Should the Proposal be completed and recognizing the prior sale of a majority of the Company's assets, the Company will have disposed of substantially all of its assets and it will have discharged substantially all of its liabilities.

On completion of the Proposal, the new board of directors and management of the Company will need to identify new business opportunities for the Company. Depending of the new business opportunities identified and / or proposed, regulatory and / or shareholder approval may be required. The funding requirements to enable the Company to take advantage of any identified new business opportunities will have to be determined and such funding will have to be provided. The ability of the board of directors and management, to be put in place, to identity such new business opportunities and access sufficient funding to take advantage of any identified new business opportunities is uncertain at this time.

The Company plans to undertake an equity financing to fund its short term general working capital requirements. There can be no assurance that any additional financing will be available to the Company or, if it is, that it will be available on terms acceptable to the Company or that the amount of the financing will be sufficient to fund the costs incurred until the Company acquires an operating business or completes a transaction. The Company also may effect a reorganization of its share capital by consolidating its shares subject to shareholder and regulatory approval as required.

In anticipation of the reactivation of the Company, its registered head office, the executive office and the mailing address of the Company has changed to 5096 South Service Road, Suite 102, Burlington, Ontario, L7L 5H4.

This press release may contain forward-looking information with respect to the Company, its subsidiaries and its investments. These statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated. These risks and uncertainties include interest rate changes, currency fluctuations, changes in security prices, market conditions, prices of raw materials, general economic and other risks detailed from time to time in the publicly filed disclosure documents and securities commission reports of the Company, its subsidiaries, and its investments.

This document may contain statements about expected future events and / or financial and operating results of Parlay Entertainment Inc. that are forward-looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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