CPVC FINANCIAL INC.
NEX BOARD : DME.H

CPVC Tremblant Inc.
TSX VENTURE : TTT.P

November 07, 2006 08:00 ET

CPVC Financial Inc. and CPVC Tremblant Inc. Receive Shareholder Approval for Transactions

MONTREAL, QUEBEC--(CCNMatthews - Nov. 7, 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) ("CPVC Financial") and CPVC Tremblant Inc. (TSX VENTURE:TTT.P) ("Tremblant") today announced that the shareholders of each of CPVC Financial and Tremblant at special meetings of shareholders held earlier today, approved the terms of the previously announced non-arm's length formal amalgamation agreement between CPVC Financial and Tremblant, pursuant to which CPVC Financial and Tremblant have agreed to amalgamate (the "Business Combination") to form a new company to be called CPVC Financial Corporation. The Business Combination was also approved by each of the majority of the minority shareholders of CPVC Financial and Tremblant.

CPVC Financial also announces that the shareholders of CPVC Financial also approved the previously announced reactivation transaction of CPVC Financial as a publicly traded merchant bank, which involves the acquisition (the "Acquisitions") by CPVC Financial from certain vendors of an aggregate of 3,780,000 common shares of Extenway Solutions Inc. (TSX VENTURE:EY) and an aggregate of 8,384,850 common shares of Arura Pharma Inc. The Acquisitions were also approved by the majority of the minority shareholders of CPVC Financial.

The Business Combination will constitute a Qualifying Transaction of Tremblant as defined in Policy 2.4 of the TSX Venture Exchange Inc. ("TSX Venture") Corporate Finance Manual.

The completion of the Business Combination and the Acquisitions is subject to the final approval of TSX Venture and the completion of final closing documents. Closing of the Business Combination is expected to occur this week.

The securities of 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.

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

Contact Information

  • CPVC Financial Inc. and CPVC Tremblant Inc.
    Alain Lambert
    President
    (514) 395-1191