BDO Bordeaux Energy (Tier2)

All amounts in Canadian Dollars

Parlay Entertainment Inc. (TSX VENTURE:PEI.H) (the "Company"), is pleased to
announce that trading in the Company's common shares is scheduled to be
reinstated on NEX effective the opening Tuesday, August 14, 2012. 


Reinstatement of Trading 

As referred to in our press release dated July 6, 2012, the Ontario Securities
Commission ("OSC") and the British Columbia Securities Commission granted a
permanent revocation of the cease trade orders (the "CTO's") issued by them
against the Company. Following the revocation of the CTO's, on July 25, 2012 the
Company submitted an application with the TSX Venture Exchange ("TSXV") to have
the trading in the Company's shares reinstated. 


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. It is as a result of this that the shares
of the Company will be reinstated to trading on NEX. NEX is a separate board of
the TSXV for companies previously listed on the TSXV or the Toronto Stock
Exchange which have failed to maintain compliance with the ongoing financial
listing standards of those markets. NEX has been designed to provide a forum for
the trading of publicly listed shell companies while they seek and undertake
transactions in furtherance of their reactivation as companies which will carry
on an active business. 


At present, the Company has three directors: Mr. Craig D. Schneider, Mr. Alan D.
Vichert and Mr. David Callander. Mr. Schneider holds the office of Chief
Executive Officer and Mr. Callander holds the office of Chief Financial Officer.
The Company does not have three independent directors and the ordinary
responsibilities of an audit committee have been temporarily assumed by the
directors. It is anticipated that the audit committee will be reconstituted when
the Company is able to appoint sufficient independent directors to meet the
applicable requirements. 


In its press release dated July 9, 2012, the Company described a proposed
corporate transaction which is intended to close by September 15, 2012 in
accordance with the most recent extension of the November 29, 2011 letter of
intent (the "LOI"), between BDO Canada Limited ("BDO"), Parlay's Proposal
Trustee, and a third party (the "Party"). The Party will acquire control of the
Company with the intention of preserving the Company's existence and
reactivating it with a suitable business. In this regard, as part of the process
undertaken in order to secure the lifting of the CTO's, the Company provided an
undertaking to the OSC that it will not complete a transaction outside of Canada
to reactivate its business 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.


It may be necessary to further extend the closing date under the LOI to allow
time for the remaining matters to be completed. These matters include having the
Party fund BDO with $30,000 to finalize the proposal. Such payment will enable
BDO to assign to the Party the remaining liabilities (the "Liabilities") of the
Company that are not discharged via the proposal. The Liabilities are estimated
to be $525,000. Seven shareholders of the Company have entered into irrevocable
agreements to sell 50% of their shareholdings to the Party and to relinquish to
the Party all voting rights over the 50% of the shares that the seven
shareholders are retaining. Accordingly, on closing of this proposed
transaction, the Party will own approximately 27.6% of the outstanding shares of
Parlay and will exercise voting control over a further approximately 27.6% of
the outstanding shares of Parlay for a total voting position of approximately
55.2%. 


Whether, and when, the Company can successfully complete the proposal process is
uncertain. Should the proposal be completed, the Company will have disposed of
substantially all of its assets; however, the Liabilities acquired by the Party
will remain on the Company's books. 


On completion of the proposal, management of the Company will identify new
business opportunities for the Company. The ability of the board of directors
and management to identify such new business opportunities and access sufficient
funding to take advantage of any identified new business opportunities is
uncertain at this time.


Immediately following the resumption of trading, the Company intends to
undertake a working capital equity financing to raise up to $400,000 by the
private placement issuance of common shares at a deemed price of $0.05 per
share. The Company also may effect a reorganization of its share capital by
consolidating its shares on a 2:1 basis, subject to shareholder and regulatory
approval as required. 


The Company has filed notice on SEDAR (www.sedar.com) that it will hold an
annual and special meeting (the "AGM") of its shareholders on October 3, 2012
with a record date of August 31, 2012. At the AGM, the proposed share
consolidation and the settlement of the Liabilities by a debt settlement share
issuance, among other matters, will be considered by shareholders.


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.

Bordeaux Energy (Tier2) (TSXV:BDO)
Historical Stock Chart
From Apr 2024 to May 2024

Bordeaux Energy (Tier2) (TSXV:BDO)
Historical Stock Chart
From May 2023 to May 2024