January 02, 2007 08:00 ET

Pontiac Castle Investment Corporation Has Completed its Qualifying Transaction and a New Subscription for $1,380,000

MONTREAL, QUEBEC--(CCNMatthews - Jan. 2, 2007) - Pontiac Castle Investments Corporation (TSX VENTURE:PNC) (the "Corporation" or "Pontiac") is proud to announce that it has closed a second part to its public offering in Quebec for a total of six million nine hundred thousand (6,900,000) Class "A" Shares at a price of twenty cents ($0.20) per Common Share, for a gross proceed totalling one million three hundred eighty thousand dollars ($1,380,000), the whole in accordance with a prospectus dated November 29th , 2006.

This second part is in addition to the six million seven hundred fifty thousand (6,750,000) Class "A" Shares for a proceed of one million three hundred fifty thousand dollars ($1,350,000) already announced, which brings the total to thirteen million six hundred fifty thousand (13,650,000) Class "A" Shares for a gross amount totalling two million seven hundred thirty thousand dollars ($2,730,000). The mutual funds Cote 100 Inc. and Natcan Investment Management have subscribed to this public financing and therefore become new shareholders of the Corporation.

Moreover, the qualifying transaction of the Corporation with Prosys-Tec Computers Inc. ("Prosys") is now completed, following the issue of the Final Bulletin dated December 27, 2006 by the TSX Venture Exchange (the "Exchange"). The Class "A" Shares of the resulting issuer are now listed on the Exchange under the ticker symbol "PNC".

Subsequent to the qualifying transaction, the directors of the resulting issuer are Georges Hebert, Maurizio Iulianella, Kerrigan Turner, Piero D'Amore and Normand Duval. Mr. Georges Hebert is the President of Prosys since 2003 and is a member of various Boards of Directors, namely those of the Laurentian Bank, Vitran Corp. and MDS Aero Support Corporation. He was also President of Clarke Transport Canada Inc., as well as President and principal shareholder of J.A. Provost Ltee. Mr. Maurizio Iulianella is the Executive Vice-President of Prosys since February 2005. He is a founder and former shareholder of SPM Micro and has a solid experience in sales and business development. Mr. Kerry Turner, who was Chairman of the Board of Prosys, is President and Chief Executive Officer of Adatif International Inc., a private business bank specialized in managing companies with annual sales ranging between $2 and $20 million. Finally, Mr. Piero D'Amore is a founder and former shareholder of SPM Micro and he is Vice-President IT and Purshasing of Prosys since Febuary 2005.

Finally, as already announced, pursuant to a financing agreement dated June 22, 2006, FIER CPVC-Montreal L.P. ("FIER CPVC") made a loan to Prosys of $1 million by way of a three year subordinated term loan. At the closing of the qualifying transaction, the subordinated loan is automatically converted into a convertible debenture bearing interest at a rate of 9.5% annually and having a three year term from the closing of the qualifying transaction. The convertible debenture shall be convertible into Common Shares of the resulting issuer, at FIER CPVC's sole discretion, at a price of $0.278 per Common Share for the first two years following the closing of the qualifying transaction and at a price of $0.325 per Common Share for the third year of the term.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Pontiac Castle Investments Corporation
    Mr. Normand Duval
    Prosys-Tec Computers Inc.
    Mr. Georges Hebert
    514-255-3454, ext. 270