Pro-Trans Ventures Inc.

June 19, 2009 19:06 ET

Pro-Trans Ventures Inc. (formerly named CPVC Bromont Inc.) Announce Closing of Business Combination and Name Change

CALGARY, ALBERTA--(Marketwire - June 19, 2009) - Pro-Trans Ventures Inc. (formerly named CPVC Bromont Inc.) ("New Pro-Trans") and Pro-Trans Ventures Holdings Ltd. (formerly Pro-Trans Ventures Inc.) ("Holdings") (collectively, the "Companies") are pleased to announce that, further to their joint press releases dated April 16, 2009 and May 20, 2009, they have completed their business combination (the "Combination") pursuant to the policies of the TSX Venture Exchange Inc. on June 18, 2009 (the "Exchange").

At a meeting of shareholders of New Pro-Trans on June 16, 2009, the shareholders of New Pro-Trans approved the change of name of "CPVC Bromont Inc." to "Pro-Trans Ventures Inc." In addition, a majority of the minority of the shareholders approved the Combination in accordance with Exchange policies.

Pursuant to the terms of the Combination, 1468729 Alberta Ltd. ("Subco"), a then wholly owned subsidiary of New Pro-Trans, amalgamated with old Pro-Trans Ventures Inc. ("Old Pro-Trans") to form Holdings, and the holders of common shares of Old Pro-Trans collectively received 8,300,000 common shares in the capital of New Pro-Trans ("Common Shares") for the 5,000,000 common shares of Old Pro-Trans they then held. Upon completion of the Combination, Holdings became a wholly-owned subsidiary of New Pro-Trans. New Pro-Trans will continue to be a capital pool company and will continue to identify and evaluate potential transactions to satisfy the conditions for a Qualifying Transaction, as such term is defined in the policies of the Exchange. The primary purpose of the Combination was to aggregate capital so that the resulting issuer may pursue a Qualifying Transaction, with more capital on hand. The Exchange has indicated that New Pro-Trans will have until May 22, 2010 to complete its Qualifying Transaction. Holdings will make application to cease being a reporting issuer.

The Exchange has conditionally approved the Combination, subject to the Companies fulfilling all of the requirements of the Exchange.

Board of Directors and Officers of New Pro-Trans

In connection with the completion of the Combination, and at a meeting of shareholders of New Pro-Trans held on June 16, 2009, Russel Marcoux, David Criddle, Melinda Park, Douglas Davis, Betty-Ann Heggie and Donald Black were appointed to the board of directors of New Pro-Trans. In addition, Russel Marcoux has been appointed Chief Executive Officer, David Criddle has been appointed as Chief Financial Officer and Melinda Park has been appointed as Corporate Secretary of New Pro-Trans. As a condition of the Combination, William L. Hess resigned as President, Chief Executive Officer, Chief Financial Officer and Secretary of New Pro-Trans.

Stock Options

At the closing of the Combination, New Pro-Trans granted options to purchase up to 810,000 Common Shares to the officers and directors of New Pro-Trans at an exercise price of $0.10 per option exercisable for a period of five years from the date of grant. All previous options held by the former directors and officers of New Pro-Trans were cancelled.

Outstanding Share Capital

Upon completion of the Combination, New Pro-Trans has 10,310,000 Common Shares issued and outstanding, of which 5,940,000 Common Shares are subject to escrow. The escrowed Common Shares will be releasable as to 10% thereof following the completion of a Qualifying Transaction by New Pro-Trans and as to 15% on each of the 6, 12, 18, 24, 30 and 36-month anniversaries thereof. The release from escrow of the escrowed Common Shares may be accelerated if the Resulting Issuer is classified as a Tier I issuer on the Exchange.

Early Warning of Securityholders of New Pro-Trans

In connection with the completion of the Combination, Russel Marcoux of 2815 Lorne Avenue, Saskatoon, Saskatchewan S7J 0S5 has acquired direct ownership over 1,590,000 Common Shares or approximately 15.4% of the issued and outstanding Common Shares, and 175,000 stock options to purchase Common Shares exercisable at a price of $0.10 per option for a period of five years from the date of grant. Pursuant to the Combination, Russel Marcoux received 830,000 Common Shares at a deemed consideration of $0.096 per share in exchange for the 500,000 common shares of Old Pro-Trans that he held immediately prior to the completion of the Combination. In addition, Mr. Marcoux also purchased 760,000 Common Shares for consideration of $0.096 per share from CPVC Financial Corporation in connection with the closing of the Combination.

Russel Marcoux now directly owns 1,590,000 Common Shares and assuming the full exercise of his stock options he will directly own an aggregate of 1,756,000 Common Shares or 16.8% of the then issued and outstanding Common Shares.

New Pro-Trans has been advised by Russel Marcoux that he acquired the Common Shares and stock options for investment purposes, and he may acquire additional securities in New Pro-Trans in the future.

For further information or to obtain a copy of the early warning report filed in connection with the above, please contact Russel Marcoux at 306-664-1413.

Trading

It is anticipated that the Common Shares will resume trading on the Exchange under the symbol "PVI" shortly after the Exchange issues its final approval of the Combination.

The Exchange has in no way passed upon the merits of the Combination and has neither approved nor disapproved the contents of this news release.

Neither 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.

Contact Information

  • Pro-Trans Ventures Inc.
    Russel Marcoux
    Chief Executive Officer
    (306) 249-5045
    or
    Pro-Trans Ventures Inc.
    David Criddle
    President
    (306) 249-5045