Avian Capital Media Release

As many of you know, Parmasters Golf Training Centers Inc., our franchisor, is in the final stages of becoming a publicly traded company. They’re conducting a reverse takeover (RTO) of an existing capital pool company (CPC). This transaction involves many different jurisdictions, regulatory bodies and companies. As such, it’s complicated, and the process has been arduous.

The benefit at the end of the tunnel, of course, is Parmasters’ increased ability to raise capital and grow the entire business, to the benefit of all franchise owners and centers, including Parmasters Kitchener-Waterloo.

Avian Capital Inc. is the company that Parmasters is working with on the RTO. Avian issued the media release that follows back in early December.

Make it a great day! For yes, you do have the power to do so! The media release follows.


Source MARKET NEWS
Date 12/03/2009
Time 08:41:52 AM

Company Avian Capital Inc.
Title Avian
Receives Conditional Approval For Proposed

CDNX Symbol: AVA.P

Press Release


AVIAN CAPITAL INC ("AVA.P-V")
PARMASTERS GOLF TRAINING CENTERS INC ("PGFT-L")
- Avian Receives Conditional Approval For Proposed Merger
- With Parmasters

Avian Capital Inc. (AVA-P) is pleased to announce that on November 28, 2009 it received conditional approval for the completion of the proposed Merger with Parmasters Golf Training Centers, Inc. The Merger will constitute Avian's "Qualifying Transaction" under, and as defined in, the CPC Policy.

The Merger

On July 10, 2008, Avian and its wholly-owned subsidiary, Avian Acquisition Corp., entered into a Merger Agreement with Parmasters which contemplates the acquisition of Parmasters by Avian by way of a triangular Merger under the Wyoming Business Corporations Act. Under the terms of the Merger Agreement, Avian Acquisition Corp. will merge with and into Parmasters, leaving Parmasters as the surviving corporation and a wholly owned subsidiary of Avian. Each issued and outstanding common share of Parmasters will be surrendered by the holder to Avian in exchange for one fully paid and non-assessable common share of Avian, subject to adjustment in accordance with the terms of the Merger Agreement. In addition, Avian will issue up to an aggregate of 2,083,944 common share purchase warrants in exchange for an equivalent number of outstanding common share purchase warrants of Parmasters, exercisable at an exercise price of either US$0.50 to US$1.25 per share until May 15, 2010 or March 31, 2012. The aggregate consideration to be paid by Avian upon the completion of the Merger will consist of the issuance of up to 39,316,807 Avian Shares.

Listing Approval is Conditional

Exchange approval of the Merger is subject to certain conditions including, among other things: (a) the filing of an Addendum to the Filing Statement that contains unaudited interim financial statements for the period ended July 31, 2009 and a pro forma consolidated balance sheet for the Resulting Issuer as of July 31, 2009; and (b) the closing of the previously-announced CDN $2,500,000 private placement by Parmasters of 5,000,000 shares at $0.50 per share.

About Parmasters

Parmasters was incorporated in the State of Wyoming in July, 2004. It has one predecessor, Parmasters Golf Training Centers LLC, a Nevada limited liability company formed in April, 2000 (the "Parmasters Predecessor"). In December, 2004, Parmasters purchased several assets from the Parmasters Predecessor, including the ownership of the Parmasters trademarks in Canada and the United States and the rights to use the intellectual property assets related to golf instruction and franchising. Parmasters has developed and currently markets the following types of golf-related franchises: Parmasters(r) Golf Training Centers, Links Golf CafsTM and Quantum Business GolfTM.

About Avian Capital

Avian, a capital pool company within the meaning of the policies of the Exchange, was incorporated in October, 2006 and was listed on the Exchange in March, 2007. Avian does not have any operations and has no assets other than cash. Avian's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.

Trading in Avian Shares has been halted on the Exchange since April 9, 2008 and will resume trading on the completion of the Qualifying Transaction.

For further information, please contact:
Paul Cox
President
Avian Capital Inc.
207 - 1425 Marine Drive
West Vancouver, BC V7T 1B9
Ph: (778) 786-1285 Fax: (604) 926-5806
Email: paul@aviancapital.com

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. 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 filing statement or addendum thereto 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 news release.

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 release.

Canaccord Financial Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

FORWARD LOOKING INFORMATION

Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to Avian's beliefs, plans, expectations, anticipations, estimates and intentions, such as Avian's acquisition of Parmasters by way of the Merger, the completion of the private placements by Parmasters and the activities of Avian and Parmasters after the Merger. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes Avian's expectations as of the date of this news release.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from a conclusion, forecast or projection in such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events. In addition, Parmasters' franchisees are independent businesses and, as a result, their operations may be negatively affected by factors beyond Parmasters' control which in turn may damage Parmasters' reputation and could negatively affect Parmasters' financial condition and performance. Revenues and earnings would also be negatively affected, and Parmasters' reputation could be harmed, if a significant number of franchisees were to: experience operational failures; experience financial difficulty; be unwilling or unable to pay Parmasters for any fees; or fail to enter into renewals of franchise agreements. Parmasters' brand recognition will be an important factor in developing and maintaining its competitive position. No assurance can be given that others will not independently develop substantially similar branding. In addition, Parmasters relies on one or more of the following to protect its proprietary rights: trademarks, copyrights, trade secrets, confidentiality procedures, and contractual provisions. Despite Parmasters' efforts to protect its proprietary rights, unauthorized parties may attempt to obtain and use information that Parmasters regards as proprietary. Stopping unauthorized use of Parmasters' proprietary rights may be difficult, time-consuming and costly. There can be no assurance that Parmasters will be successful in protecting its proprietary rights and, if it is not, its business, financial condition, liquidity and results of operations could be materially adversely affected. Parmasters' franchise system is also subject to franchise laws and regulations enacted by a number of provinces. Any new legislation or failure to comply with existing legislation may negatively affect operations, and could add administrative costs and burdens associated with these regulations, all of which could affect Parmasters' relationship with its franchisees. Parmaster's current assets consist primarily of accounts receivable in the aggregate amount of CDN$2,253,842 as of July 31, 2009 and the collection of such accounts receivable is required in order for the Resulting Issuer to remain solvent for the next 12 months.

Avian cautions that the foregoing list of material factors is not exhaustive. When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Avian has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF AVIAN AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE AVIAN MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

Capitalization Report for Avian Capital Inc
Shares Issued: 4050000
Shares Escrow: 2000000

TEL: (778) 786-1285 Paul Cox
FAX: (604) 926-5806 President
paul@aviancapital.com Avian Capital Inc.
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