Pretium Capital Corp.

November 16, 2007 19:10 ET

Pretium Capital Corp. Announces Letter of Intent to Acquire All the Outstanding Securities of Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 16, 2007) -


Pretium Capital Corp. (TSX VENTURE:PTA.P) ("Pretium" or the "Corporation") is pleased to announce that it has entered into a letter of intent with Inc. ("Sitebrand") dated November 13, 2007 (the "Letter of Intent"), with respect to the proposed acquisition of all of the issued and outstanding securities of Sitebrand (the "Proposed Acquisition"), such that Sitebrand will become a wholly owned subsidiary upon completion of the Proposed Acquisition.

Sitebrand is a private corporation engaged in the business of software based interactive marketing solutions. The Corporation is a capital pool company and intends for the Proposed Acquisition to constitute the "Qualifying Transaction" of the Corporation as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Proposed Acquisition was negotiated at arm's length.

The Proposed Acquisition

Pursuant to the terms of the Letter of Intent, and subject to the fulfillment of certain conditions, the Corporation intends to acquire all of the outstanding shares of Sitebrand (collectively, the "Sitebrand Shares") and all options to purchase shares of Sitebrand (the "Sitebrand Options"), which are outstanding as at the date of the closing of the Acquisition in exchange for common shares and options of Pretium. It is expected that the Proposed Acquisition will occur by way of an exempt take-over bid and will be subject to regulatory approval.

Upon completion of the Acquisition, the Corporation will carry on the business of Sitebrand as currently constituted and it is expected that the Corporation will be classified as a Tier 2 Technology issuer under the policies of the Exchange.

In conjunction with the Proposed Acquisition, the Corporation intends to complete a private placement of securities of Pretium for proceeds of at least $1,500,000.


The following information relating to Sitebrand has been provided to the Corporation by Sitebrand.

Sitebrand is incorporated under the Canada Business Corporations Act and its head office is located at 227 Montcalm Street, Suite 200, Gatineau QC.

Founded in 2000, Sitebrand is a Software as a Solution or ("SAAS") based interactive marketing solutions company that enables its e-commerce customers to convert more web site visitors into long-term, profitable customers. Its marketing automation software includes powerful, integrated tools for delivering real-time, personalized web experiences, as well as personalized email campaigns.

E-tailers across North America and Europe are using Sitebrand solutions to increase revenues. As a SAAS-based company, its customers typically sign annual subscription contracts enabling Sitebrand to recognize revenue on a monthly basis over 12 months, thereby providing a consistent and predictable revenue stream.

Description of Significant Conditions to Closing

Completion of the Proposed Acquisition is subject to a number of conditions, including, but not limited to, Exchange acceptance. As the Proposed Acquisition is an arm's length transaction, shareholder approval will not be required. In addition, other necessary conditions to close the Proposed Acquisition include obtaining all other necessary regulatory, and third party approvals and authorizations, the completion of a definitive agreement setting forth the terms and conditions set forth in the Letter of Intent, the concurrent completion of the brokered private placement referred to herein and the completion of due diligence. There can be no assurance that the Proposed Acquisition will be completed as proposed or at all.

If and when a definitive agreement between Pretium and SiteBrand is reached, Pretium will make a subsequent press release of the details of the Proposed Acquisition, information regarding sponsorship, summary financial information and details on insiders of the resulting issuer, in accordance with Exchange policy.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Acquisition, 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.

In accordance with Exchange policy, the Corporation's shares are currently halted from trading and will remain halted until further notice.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Acquisition and associated transactions, including statements regarding the terms and conditions of the Proposed Acquisition and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Acquisition and associated transactions, that the ultimate terms of the Proposed Acquisition and associated transactions will differ from those that currently are contemplated, and that the Proposed Acquisition and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Sitebrand, the Sitebrand Shareholders, or their respective financial or operating results or (as applicable), their securities.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The TSX Venture Exchange, Inc. has in no way passed upon the merits of the Proposed Acquisition and associated transactions and has neither approved nor disapproved of the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Pretium Capital Corp.
    Brian E. Bayley
    President and Director
    (604) 689-1428
    (604) 681-4692 (FAX)
    or Inc.
    Justin Shimoon
    President and Chief Executive Officer
    (613) 656-4179