PDM Royalties Income Trust Announces Modifications to the Terms of its Proposed Amalgamation with Imvescor

    
    Amended Arrangement to be Submitted to Unitholders at the Annual and
    Special Meeting of Unitholders on September 4, 2009
    

MONCTON, NB, Sept. 2 /CNW Telbec/ - PDM Royalties Income Fund ("PDM" or the "Fund") (TSX: PDM.UN, PDM.DB) announces today modifications to the terms of its proposed amalgamation with Imvescor Inc. ("Imvescor") to form a new, publicly traded corporation to be named Imvescor Restaurant Group Inc. ("IRG") (the "Amended Arrangement").

Ownership and Dividend Entitlement

Under the Amended Arrangement, the ownership of Imvescor's current shareholders, General Financial Corporation Ltd. ("GFC") and Delighted Guests Ltd. ("DGL"), will be reduced from 35% to 29% of IRG's share capital, thereby allowing former public Unitholders of PDM (the "Unitholders") to collectively own approximately 71% of IRG's share capital. GFC and DGL will also reduce their dividend entitlement to 50% of that received by public investors for a period of three years from the closing date of the Amended Arrangement.

Board of Directors, Management Team and Stock Option Plan

Pursuant to the Amended Arrangement, the proposed board of directors of IRG will be reduced from nine members to seven members. Five of these members will be drawn from those individuals named as proposed IRG directors in the July 29, 2009 information circular for the annual and special meeting (the "Circular"), including two members designated by Imvescor and three independent members drawn from the current Imvescor and PDM boards. An additional two independent directors will be identified by the proposed IRG board in consultation with stakeholders. The names and biographical information for the proposed board will be communicated to Unitholders prior to the closing date of the Amended Arrangement. As previously stated, Mr. Magruder, currently the Chief Executive Officer of Imvescor, will be Chief Executive Officer of IRG and William Lane, Chief Financial Officer of Imvescor, will be Chief Financial Officer of IRG. Imvescor's current management team will move to IRG and continue to guide franchising and distribution operations. As for IRG's proposed Stock Option Plan described in the Circular, IRG shares available to officers, senior executives and other employees will be limited to a maximum 20% allotment per year and will be subject to a five year vesting period.

RSM Richter has confirmed its opinion to the trustees of PDM (the "Trustees") to the effect that the Amended Arrangement is fair, from a financial point of view, to the Unitholders, other than Imvescor. Burgundy Asset Management Ltd. and Montrusco Bolton Investments Inc., two of PDM's largest Unitholders, have also confirmed their support of the Amended Arrangement.

"The Trustees and Imvescor have received significant feedback from investors, and believe that these revised terms are responsive to the issues that have been raised. The Trustees remain of the view that the proposed transaction is in the best interests of Unitholders, and unanimously recommend that Unitholders vote in favour of the Amended Arrangement, as the amended terms are to their benefit," said Brian Flemming, Chairman of the board of trustees of the Fund. "We believe that these terms provide further support for the Amended Arrangement, in addition to the reasons previously communicated to Unitholders."

The Amended Arrangement will be submitted to Unitholders for approval at the annual and special meeting of Unitholders (the "Meeting") on September 4, 2009.The new deadline for submitting proxies and voting information forms in relation with the Amended Arrangement and other matters to be considered at the Meeting will be Thursday, September 3, 2009 at 10:00 am ADT (Atlantic Time).

Voting Instructions

Unitholders are encouraged to submit their form of proxy in favour of the Amended Arrangement before the new deadline of September 3, 2009 at 10:00 am ADT (Atlantic Time). Unitholders should vote using one of the quicker options available as noted on the management form of proxy, preferably by telephone, internet or fax, where applicable.

For more information on how to vote your proxy or to request a free copy of the Management Circular and related materials, please contact the Fund's Solicitation Agent, Kingsdale Shareholder Services, at 1-800-775-4067.

About PDM Royalties Income Fund

The Fund is a limited purpose open-ended trust established under the laws of Ontario. The Fund indirectly owns the trademarks and intellectual property for the Pizza Delight(R), Mikes(R), Scores(R), and Baton Rouge(R) brands and has licensed them to Imvescor in consideration for a royalty equal to 4% of system sales for Pizza Delight(R) and Mikes(R) restaurants, and a royalty rate of 6% for Scores(R) and Baton Rouge(R) restaurants.

About Imvescor

Imvescor is a privately owned corporation, headquartered in Moncton, New Brunswick. Pizza Delight(R) operates primarily in Atlantic Canada, where it dominates the family/mid-scale segment. Mikes(R) and Scores(R) restaurants operate primarily in Quebec in the family and casual dining segments and the take-out and delivery segments. Baton Rouge(R) operates in the Province of Quebec and Ontario in the casual dining segment.

Forward-Looking Statements

Certain information regarding the Fund contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although the Fund believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Fund cautions that actual performance will be affected by a number of factors, many of which are beyond the Fund's control, and that future events and results may vary substantially from what the Fund currently foresees. Discussion of the various factors that may affect future results is contained in the annual information form of the Fund and the Circular, which are available at www.sedar.com. The Fund assumes no obligation to update such forward-looking statements, except as required by applicable securities laws. The Fund's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Contacts

Mélanie Joly
Cohn & Wolfe Public Relations
(514) 845-2257
ext 247

William R. Lane
CMA
Executive Vice-President and Chief Financial Officer
Imvescor Inc.
(506) 853-8412

Kingsdale Shareholder Services
1-800-775-4067

Visit our web sites: www.pdmfund.ca
www.imvescor.ca
www.pizzadelight.ca
www.mikes.ca
www.scores.ca
www.batonrougerestaurants.com