CPVC Blackcomb Inc.

March 28, 2007 16:21 ET

CPVC Blackcomb Inc.: Prestige Telecom Announces Completion of $1 Million Financing

MONTREAL, QUEBEC--(CCNMatthews - March 28, 2007) - Prestige Telecom Inc. ("Prestige") and CPVC Blackcomb Inc. ("Blackcomb") (TSX VENTURE:BKC.P), today announced that Prestige has completed its previously announced financing with FIER Croissance Durable S.E.C ("FIER Croissance Durable") located in Sherbrooke, Quebec (the "FIER Croissance Durable Financing"). FIER Croissance Durable is a FIER region fund of $15 million managed by Messrs. Alain Boissonneault, Jean Pelchat and Jean Shoiry. The mandate of the FIER Croissance Durable is to invest in small and medium size companies. FIER Croissance Durable has provided Prestige with a $1,000,000 five year subordinated term loan. At the closing of the previously announced proposed business combination of Prestige and Blackcomb (the "Business Combination") to form a new company ("NewCo"), the subordinated loan will be automatically converted into a convertible debenture bearing interest at a rate of 12% annually and having a four year term from the closing of the Business Combination (the "FIER Convertible Debenture"). The FIER Convertible Debenture will be convertible, in all or in part, into common shares of NewCo, at FIER Croissance Durable's sole discretion, at a price of $0.60 per share for the first two years following the closing of the Business Combination, at a price of $0.70 per share during the third year following the closing of the Business Combination, and at a price of $0.90 in the fourth year following the closing of the Business Combination.

As a result of the completion of this financing, the condition precedent of the Business Combination that the Prestige Private Placement and the FIER Croissance Durable Financing be completed for gross proceeds of not less than $1,000,000, on a combined basis, is now satisfied.

The completion of the Business Combination remains subject to the approval of TSX Venture and all other necessary regulatory approval. The completion of the Business Combination is also subject to additional conditions precedent, including: (i) shareholder approval of each of Blackcomb and Prestige for the Business Combination; (ii) approval of the special committee of Blackcomb; (iii) satisfactory completion of due diligence reviews by the parties; (iv) board of directors approval of Prestige and Blackcomb; (v) the entering into of a formal agreement in connection with the Business Combination; (vi) the entering into of employment agreements with certain key personnel of Prestige; and (vii) certain other usual conditions.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular of Blackcomb to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Blackcomb should be considered highly speculative.

The securities of Blackcomb being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

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

Contact Information

  • CPVC Blackcomb Inc.
    Alain Lambert
    (514) 395-1191
    Prestige Telecom Inc.
    Pierre Yves Methot
    Chairman and Chief Executive Officer
    (514) 457-4488
    FIER Croissance Durable S.E.C.
    Jean Pelchat
    (819) 829-1469