Pisces Capital Corp.
TSX VENTURE : PCP.P

Petrolympia Inc.

September 24, 2007 09:52 ET

Pisces Capital Corp. Files a Preliminary Prospectus Relating to its Qualifying Transaction with Petrolympia Inc. and Concurrent Financing

TORONTO, ONTARIO--(Marketwire - Sept. 24, 2007) - PISCES CAPITAL CORP. ("Pisces") (TSX VENTURE:PCP.P), a Capital Pool Company, and PETROLYMPIA INC. ("Petrolympia"), a private Quebec based junior oil and gas exploration company, announced today that Pisces has filed a preliminary prospectus with the securities commissions of Quebec, Ontario, Alberta, and British Columbia, consisting of an offering of a minimum of 6,000 units and a maximum of 10,000 units, each at a price of $500, representing gross proceeds of between $3 million and $5 million (the "Offering"). CTI Capital Inc. and Research Capital Corp. are acting as agents for the Offering.

Targeting retail investors, each "A" unit consists of 2,000 flow-through shares at a price of $0.20 per share, 556 common shares at a price of $0.18 per share, and 1,556 purchase warrants. Each purchase warrant gives its holder the right to purchase one common share at a price of $0.25 per share at any time until the second anniversary of the closing of the Offering. Subscriptions for "A" units may only be made in multiples $500 and are subject to a minimum subscription of $1,000.

Targeting institutional investors, each "B" unit consists of 2,500 flow-through shares at a price of $0.20 per share and 1,250 purchase warrants. Each purchase warrant gives its holder the right to purchase one common share at a price of $0.25 per share at any time until the second anniversary of the closing of the Offering. Subscriptions for "B" units may only be made in multiples $500 and are subject to a minimum subscription of $100,000.

Targeting non flow-through investors, each "C" unit consists of 2,778 common shares at a price of $0.18 per share and 2,778 purchase warrants. Each purchase warrant gives its holder the right to purchase one common share at a price of $0.25 per share at any time until the second anniversary of the closing of the Offering. Subscriptions for "C" units may only be made in multiples $500 and are not subject to a minimum subscription.

Pisces has agreed to purchase, concurrent with the closing of the Offering, all the issued and outstanding shares of Petrolympia for $8,666,480, to be satisfied by the issuance of 48,147,111 common shares of Pisces (the "Qualifying Transaction"). Petrolympia is an oil and gas exploration company that holds 113,906 hectares of exploration permits in the Gaspe Peninsula and St. Lawrence Lowlands in the Province of Quebec. Upon completion of the Qualifying Transaction, Pisces plans to change its name to Petrolympic Ltd. ("Petrolympic") and the business of Petrolympia will constitute the entirety of the operations of Petrolympic.

Pisces has agreed to renounce in favour of flow-through subscribers of the Offering, Canadian Exploration Expenses incurred as a result of planned exploration programs, Each flow-through share included in the "A" and "B" units will allow its holder to claim income tax deductions of 100% at the federal level and, in Quebec, of 150% at the provincial level. Subscribers residing outside Quebec will, for provincial income tax purposes, have the right to the same deductions as those allowed at the federal level.

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

Contact Information

  • Pisces Capital Corp.
    Lloyd MacLean
    President, CEO and Director
    (617) 571-9361
    (617) 224-1211 (FAX)
    or
    Pisces Capital Corp.
    James Phillipson
    CFO and Director
    (905) 731-8255
    (905) 731-0641 (FAX)
    or
    Petrolympia Inc.
    Enrique Lopez de Mesa
    Director
    (416) 817-6202
    or
    CTI Capital Inc.
    Louis Plourde
    Director, Investment Banking
    (514) 789-0424