CPVC FINANCIAL INC.
NEX BOARD : DME.H

CPVC Tremblant Inc.
TSX VENTURE : TTT.P

November 09, 2006 12:31 ET

CPVC Financial and CPVC Tremblant Complete Transaction to Become a Merchant Bank

MONTREAL, QUEBEC--(CCNMatthews - Nov. 9, 2006) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

CPVC Financial Inc. (NEX:DME.H) (the "Company") and CPVC Tremblant Inc. (TSX VENTURE:TTT.P) ("Tremblant") today announced the completion on November 7, 2006 of: (i) the reactivation transaction of the Company as a publicly traded merchant bank, which involved the acquisition (the "Acquisitions") by the Company from certain vendors of an aggregate of 3,780,000 common shares of Extenway Solutions Inc. (TSX-V: EY) and an aggregate of 8,384,850 common shares of Arura Pharma Inc.; and (ii) the amalgamation (the "Amalgamation") of the Company and Tremblant to form CPVC Financial Corporation ("CPVC Financial"), which will also constitute the Qualifying Transaction of Tremblant pursuant to Policy 2.4 of the TSX Venture Exchange Inc. ("TSX Venture").

The Amalgamation became effective on November 7, 2006, the date the Certificate of Amalgamation was issued in respect of the Amalgamation under the Canada Business Corporations Act and: (a) each common share of the Company was exchanged for one fully-paid and non-assessable common share of CPVC Financial (the "CPVC Financial Shares"); (b) each existing warrant of the Company was replaced with/continued into one share purchase warrant of CPVC Financial with identical terms; (C) each common share of Tremblant was exchanged for 2.889 fully-paid and non-assessable common shares of CPVC Financial; (d) each outstanding stock option of the Company was replaced with/continued into one stock option of CPVC Financial with identical terms; and (e) each stock option of Tremblant was replaced with/continued into 2.889 stock options of CPVC Financial exercisable at $0.0865.



The pro forma capitalization of CPVC Financial is as follows:

Total Assets $ 3,723,717

Cash $ 2,145,187

Current Liabilities $ 7,588

Total Operating Expenses $ 113,090

Net Income (Loss) $ (83,194)

Common Shares $ 6,921,647
(unlimited) (79,993,280 shares)

Preferred Shares Nil
(unlimited)

Bank Debt Nil

Shareholders' Equity $ 3,716,129


The Board of Directors of CPVC Financial consists of Alain Lambert, William L. Hess, J.R. Scott Pritchard and Ronald Keenan. Mr. Danny Dalla-Longa has resigned from the Board of Directors due to other commitments. The officers of CPVC Financial are William L. Hess as Chairman, Alain Lambert as President and Chief Executive Officer and Andre Corbeil, subject to regulatory approval, who has agreed to join CPVC Financial as Chief Financial Officer in replacement for Zoya Shchupak.

The completion of the Acquisitions and the Amalgamation has received conditional approval of TSX Venture and is subject to its final approval, which CPVC Financial expects to receive next week after certain filings are completed.

The common shares of CPVC Financial are expected to commence trading next week under the symbol "LHB" after TSX Venture issues its final bulletin at which time the common shares of the Company and Tremblant will cease trading.

The securities of the Company, CPVC Financial and Tremblant 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.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. CPVC Financial Corporation will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by CPVC Financial Corporation.

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

Contact Information

  • CPVC Financial Inc.
    Alain Lambert
    President and Chief Executive Officer
    (514) 395-1191