Zuring AG

June 11, 2013 11:44 ET

Zuring AG: Early Warning Report Pursuant to Acquisition of Convertible Debentures of Parta Dialogue Inc.

MONTREAL, QUEBEC--(Marketwired - June 11, 2013) - On June 10, 2013, Mr. Adrian Teuscher acquired (through Zuring AG, a company owned by Mr. Teuscher), ownership of a convertible debenture of Parta Dialogue Inc. ("Parta") in the principal amount of the purchase price of $100,000 (the "Convertible Debenture") through a private placement (the "Offering").

The principal and interest payable under the Convertible Debenture are convertible into up to 1,100,000 units of Parta (the "Units"), with each Unit consisting of: (i) one common share in the share capital of Parta (a "Common Share"); and (ii) one half share purchase warrant, exercisable for a period of 24 months, with each whole share purchase warrant (a "Warrant") entitling its holder to acquire 1 Common Share at a purchase price equal to the greater of the Conversion Price (defined below), the last closing trading price of the Common Shares prior to the conversion date, and the volume weighted average price of the Common Shares on the conversion date (as defined in the Convertible Debenture).

Subject to customary adjustment provisions, the conversion price of the principal and interest shall be equal to the greater of: (i) $0.10 per Unit, subject to the minimum pricing requirements of the TSXV; (ii) the last closing trading price of the Common Shares before the conversion date, less 20%; and (iii) the volume weighted average price of the Common Shares, less 20% (the "Conversion Price").

The underlying securities issuable upon conversion of the Convertible Debenture represent approximately 2.5% of the issued and outstanding Common Shares of Parta, assuming full conversion of the Convertible Debenture and full exercise of the Warrants. The Convertible Debenture is unsecured, will mature on November 30, 2014, and will bear an annual compounded interest rate of 10%.

Prior to acquiring the Convertible Debenture, Mr. Teuscher owned, through his personal holdings and through Zuring AG, 16,023,419 Common Shares of Parta or approximately 24.87% of Parta's outstanding Common Shares. Assuming full conversion of the Convertible Debenture and full exercise of the Warrants, together with his previously owned Common Shares, Mr. Teuscher would hold a 26.75% interest in Parta.

As of June 10, 2013, Parta had 64,424,626 issued and outstanding Common Shares.

The Shares were acquired for investment purposes. Mr. Teuscher's investment in Parta will be reviewed on a continuing basis and his holdings may be increased or decreased in the future. Any future purchases or sales of the common shares of Extenway will depend upon market conditions, compliance with applicable regulatory requirements and other factors.

This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also require a report to be filed with regulatory authorities in each of Parta's reporting jurisdictions containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with Parta's documents on the SEDAR website, at www.sedar.com. A copy of the Early Warning Report may also be obtained by contacting Me Tom Provost at (514) 987-5057.

Contact Information

  • Adrian Teuscher
    (514) 564-2365