CPVC FINANCIAL INC.
NEX BOARD : DME.H

CPVC Tremblant Inc.
TSX VENTURE : TTT.P

November 03, 2006 17:13 ET

CPVC Financial Provides Update on Creation of Merchant Bank

Shareholder Meeting to be Held on November 6, 2006

MONTREAL, QUEBEC--(CCNMatthews - Nov. 3, 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. ("CPVC Financial") (NEX BOARD:DME.H) and CPVC Tremblant Inc. ("Tremblant") (TSX VENTURE:TTT.P) today announced that the shareholder voting to date is in support of the amalgamation of CPVC Financial and Tremblant and the creation of a merchant bank.

The joint information circular of CPVC Financial and Tremblant dated October 6, 2006 (the "Information Circular") described the final terms for: (i) the proposed 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-V: EY) (the "Extenway Shares") and an aggregate of 8,384,850 common shares of Arura Pharma Inc. (the "Arura Shares"); and (ii) the proposed business combination (the "Business Combination") of CPVC Financial and Tremblant, which will also constitute the Qualifying Transaction of Tremblant pursuant to Policy 2.4 of the TSX Venture Exchange Inc. ("TSX Venture").

The Information Circular indicated that in order to meet minimum listing requirements of TSX Venture, if the Business Combination was not completed, CPVC Financial intended to use its "best efforts" to complete a private placement of a minimum of 5,000,000 units ("CPVC Financial Units") at a price of $0.06 per unit for minimum gross proceeds of $300,000, where each Unit will be comprised of a CPVC Financial Common Share and one-half of a common share purchase warrant (a "CPVC Financial Warrant"), with each CPVC Financial Warrant entitling the holder to acquire an additional CPVC Financial Common Share at a price of $0.10 per share for a period of 24 months from the date of issuance (the "CPVC Financial Private Placement"). As the shareholder voting so far has indicated the Business Combination will be approved by the minority shareholders of Tremblant, CPVC Financial does not now intend to proceed with the CPVC Financial Private Placement. CPVC Financial may in the future after the closing of the Business Combination proceed with an equity financing.

The pro forma capitalization of CPVC Financial after completion of the Business Combination and assuming the minimum CPVC Financial Private Placement is not completed, 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


Trading in the CPVC Financial Shares and the Tremblant common shares will remain halted until such time as TSX Venture has conditionally approved the Acquisitions and the Business Combination.

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

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

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