Immediately following the closing of the Acquisition and upon completion of the Affirm Purchase, Affirm will file articles of dissolution and thereupon distribute the LP Units held by Affirm to the shareholders of Affirm on the basis of an exchange ratio to be determined by dividing the number of LP Units held by Affirm immediately after the closing of the Affirm Purchase and the Acquisition by the number of issued and outstanding common shares of Affirm. Concurrently therewith, the LP Units will be listed on the TSX Venture Exchange (the "Exchange") and the common shares of Affirm will be delisted from the Exchange. Upon completion of the Acquisition and upon completion of the Affirm Purchase, CERF LP will, through its general partner, own and operate the equipment rental business presently carried on by 4-Way. The general partner of CERF LP is CERF GP Corp. ("GP"), an Alberta corporation. 4-Way is a private Alberta corporation, 100% of the shares of which are owned by Timberwolf Technologies Inc. which is a private corporation, 100% of the shares of which are owned by Wayne S. Wadley of Calgary, Alberta. Accordingly, the Acquisition and the Affirm Purchase will be a non-arm's length qualifying transaction under the policies of the Exchange.
4-Way is a 29 year old equipment rental business located in Edmonton, Alberta. Based upon unaudited financial statements provided by 4-Way to Affirm, 4-Way has had revenue exceeding $3,000,000 in each of the past three fiscal years and revenue of $1,991,261 for the six months ended October 31, 2004. This has resulted in unaudited net income during the past three fiscal years in the range of $53,108 to $209,118 per year and during the six months ended October 31, 2004 in the amount of $155,607.
Upon completion of the Acquisition and upon completion of the Affirm Purchase, CERF LP is expected to have an aggregate of approximately 1,500,000 LP Units outstanding. In connection with the foregoing, it is proposed that the current directors of Affirm and GP will continue as directors of the GP, namely Wayne S. Wadley of Calgary, Alberta, a businessman, John Koop of Calgary, Alberta, a self-employed certified management accountant, Gary Layden of Red Deer, Alberta, a self-employed businessman and consultant and Ken Stephens of Calgary, Alberta, a chartered accountant.
The Affirm Purchase is subject to a number of conditions, including approval from a majority of the minority of shareholders of the Corporation, the concurrent closing of the Acquisition, approval from 4-Way's Canadian chartered bank to the assumption of the bank indebtedness by CERF LP and approval from the Exchange of the listing of the LP Units on the Exchange.
The Corporation intends to apply to the Exchange for an exemption from the sponsorship requirements of the Exchange in connection with the proposed transaction.
This is an initial press release and the common shares of Affirm will remain halted until such time as permission to resume trading has been obtained from the Exchange. Affirm is a reporting issuer in Alberta and British Columbia.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and majority of the minority shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Affirm Capital Inc.
© 2005 PR Newswire
