Chrysalis Capital II Corporation
TSX VENTURE : CHC.P

Chrysalis Capital II Corporation

August 19, 2005 12:14 ET

Chrysalis Closes $250,000 Private Placement

CALGARY, ALBERTA--(CCNMatthews - Aug. 19, 2005) - Chrysalis Capital II Corporation (TSX VENTURE:CHC.P) (Chrysalis II') is pleased to announce the successful completion of a non-brokered private placement offering (the "Private Placement") of 1,250,000 common shares at $0.20 per common share for gross proceeds of $250,000. The investor, Chrysalis CPC Co-Investment Limited Partnership, also intends to provide an additional commitment of 20% of a financing concurrent with a qualifying transaction ('QT') up to a maximum of $700,000.

"This private placement not only increases the cash available to potential acquisition targets, but more importantly, this relationship provides a lead order for any follow-on financing" said Marc Lavine, CEO of Chrysalis II "This guaranteed 'Lead Order' reduces the risk in securing additional financing and thus will enhance Chrysalis's ability to attract, negotiate and sign top companies as the target for its Qualifying Transaction".

Details on the Private Placement

Chrysalis II completed a non-brokered private placement offering (the "Private Placement") of 1,250,000 common shares at $0.20 per common share for gross proceeds of $250,000. The Private Placement was made to Chrysalis CPC Co-Investment Limited Partnership, which was created to invest in the Chrysalis line of capital pool companies and is based in Toronto, Ontario. The common shares issued pursuant to the Private Placement are subject to a 4 month hold period.

The Private Placement has been conditionally accepted by the TSX Venture Exchange (the "Exchange") and the Corporation now intends to make application for final Exchange approval.

Additionally, no commission or warrants were issued in conjunction with this financing.

About Chrysalis CPC Co-Investment L.P. -

The Chrysalis CPC Co-Investment Limited Partnership will seek to generate significant capital appreciation primarily through investments in capital pool companies ("CPCs") created by the Chrysalis Group.


The partnership intends to make an investment of up to 20% of each of the following three rounds of investment: (i) the "seed round" of investment prior to the initial public offering ("IPO"), (ii) a private placement at the IPO price prior to the IPO, and (iii) any financing concurrent with the Qualifying Transaction ("QT"). The Chrysalis CPC Co-Investment L.P. investments will be made at the same valuation or price as offered to all other third parties and the fund will invest up to a maximum amount of $1,000,000 per Chrysalis CPC.

About Chrysalis Group -

The Chrysalis Group enhanced the CPC program by focusing a dedicated an experienced team of professionals on creating a series of CPC's. This approach leverages our understanding of the nuances of CPC process, public market experience, relationships in the industry and investor base. The result - innovations to the CPC program and access to strong companies for the QT.

To date, the founders of Chrysalis Capital have successfully completed one QT(Pharmeng Technologies International TSXV:PII). and have a second CPC pursuing various targets - Chrysalis Capital II Corporation.

Shares Issued 7,500,000

Last Close 4/08/2005 $0.25

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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