Pretium Capital Corp.

April 29, 2008 19:46 ET

Pretium Capital Corp. Announces Receipt of Conditional Approval for Qualifying Transaction and Filing of Filing Statement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 29, 2008) - Pretium Capital Corp. (the "Corporation") (TSX VENTURE:PTA.P) is pleased to announce that further to the Corporation's press releases dated November 22, 2007, the TSX Venture Exchange (the "Exchange") has conditionally approved the acquisition (the "Acquisition") by the Corporation of all of the issued and outstanding securities of Inc. (the "Target"). The Target is a private corporation engaged in the business of software based interactive marketing solutions.

The Corporation has entered into a definitive agreement dated April 28, 2008, with the Target and the principal shareholder of the Target, pursuant to which the Corporation will acquire all of the issued and outstanding securities of the Target in exchange for 13,616,600 common shares of the Corporation ("Common Shares") at a deemed price of $0.375 per share representing a deemed aggregate acquisition price of $5,106,000 and options to acquire 1,493,572 Common Shares of the Corporation. The number of Common Shares and options to purchase Common Shares to be issued in connection with the Acquisition was determined pursuant to arm's length negotiations between the management of each of the Corporation and the Target.

Pursuant to an engagement letter dated January 28, 2008, between the Corporation, the Target and Haywood Securities Ltd. (the "Sponsor"), the Sponsor has been engaged to act as the Corporation's sponsor in connection with the Acquisition. For its services, the Sponsor will receive a fee of $30,000, plus GST. The Corporation will also reimburse the Sponsor for its reasonable expenses in connection with the sponsorship agreement. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

The filing statement of the Corporation dated April 28, 2008, which describes the terms of the Acquisition, has been filed with the Exchange and applicable securities commissions and is available on SEDAR under the Corporation's profile at

Concurrent with the closing of the Acquisition, the Corporation intends to complete the previously announced private placement (the "Private Placement") of a minimum of 4,000,000 Common Shares and a maximum of 6,000,000 Common Shares at a price of $0.50 per Common Share, for gross proceeds of between $2,000,000 and $3,000,000. It is a requirement of the Exchange that the Private Placement be completed for a minimum of $2,000,000.

Fraser MacKenzie Limited (the "Broker") has been retained by the Corporation pursuant to an engagement letter dated April 7, 2008, between the Corporation, the Target and the Broker, to raise up to $1,500,000 of the proceeds of the Private Placement and may be permitted to raise additional proceeds at the option of the Corporation. The Broker will receive as compensation for its services, cash commissions not greater than 7% of the funds raised by the Broker. The Broker will also receive broker warrants (the "Broker Warrants") equal to 3% of the number of Common Shares issued to subscribers in the Private Placement that were introduced by the Broker, which entitle the Broker to purchase Common Shares of the Corporation for up to 24 months following the closing of the Private Placement at a price of $0.50 per share. The Broker acts at arm's length to each of the Corporation and the Target.

In addition, other brokers may be retained by the Corporation to provide assistance in respect of part of the Private Placement. If retained, such broker(s) will act at arm's length to each of the Corporation and the Target and each will receive as compensation for its services, cash commissions not greater than 5% of the funds raised by such broker.

Completion of the Acquisition is subject to a number of conditions, including, but not limited to, final Exchange acceptance. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement, 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 Common Shares are currently halted from trading in accordance with the policies of the Exchange.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Pretium Capital Corp.
    Brian E. Bayley
    President and Director
    (604) 689-1428