Pretium Capital Corp.
TSX VENTURE : PTA.P

May 16, 2008 16:54 ET

Pretium Capital Corp. Provides Update On Terms of Proposed Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 16, 2008) - Pretium Capital Corp. (the "Corporation") (TSX VENTURE:PTA.P) today announced proposed revisions to the terms of its previously announced private placement (the "Private Placement") which is expected to close concurrently with the acquisition (the "Acquisition") by the Corporation of all of the issued and outstanding securities of Sitebrand.com Inc.

Details of the Private Placement and the Acquisition were previously announced by press releases dated November 22, 2007 and April 29, 2008. In those releases, the Corporation described the Private Placement as being comprised of a minimum of 4,000,000 common shares of the Corporation "("Common Shares") and a maximum of 6,000,000 Common Shares at a price of $0.50 per Common Share, for gross proceeds of between $2,000,000 and $3,000,000. The Private Placement is now proposed to be for a minimum of 5,000,000 units (each a "Unit") and a maximum of 7,500,000 Units, with each Unit consisting of one Common Share and one half of a Common Share purchase warrant (each a "Warrant"), at a subscription price of $0.40 per Unit, for gross process of between $2,000,000 and $3,000,000. Each full Warrant will entitle the holder thereof to purchase one Common Share at a purchase price of $0.50 at any time during an eighteen month period following the date of closing of the Private Placement.

As previously announced, Fraser MacKenzie Limited (the "Broker") will act as a broker in connection with the Private Placement to raise up to $1,500,000 of the proceeds of the Private Placement and may be permitted to raise additional proceeds at the option of the Corporation. The Broker will receive as compensation for its services, cash commissions not greater than 7% of the funds raised by the Broker. The Broker will also receive broker warrants (the "Broker Warrants") equal to 3% of the number of Units issued to subscribers in the Private Placement that were introduced by the Broker, which entitle the Broker to purchase Units of the Corporation for up to 24 months following the closing of the Private Placement at a price of $0.40 per Unit.

The amendments to the Private Placement terms will have an effect on certain of the information set out in the Corporation's filing statement dated April 28, 2008 describing the terms of the Acquisition filed on www.SEDAR.com (the "Filing Statement"). Readers of the Filing Statement are cautioned to keep in mind that, in particular, information regarding the expected issued and outstanding share capital of the Corporation following closing of the Acquisition and Private Placement should be read in light of the increase in the number of securities to be issued by the Corporation in connection with the Private Placement. For example, the number of Common Shares of the Corporation that will be outstanding following closing of the Acquisition and the maximum Private Placement will increase by 1,500,000 Common Shares from the amount of 21,936,600 disclosed in the Filing Statement to 23,436,600, and assuming the minimum Private Placement, will increase by 1,000,000 Common Shares from the amount of 19,936,600 disclosed in the Filing Statement to 20,936,600. The number of Common Shares on a fully diluted basis assuming the exercise or conversion of all options and warrants, including the Broker Warrants, assuming the maximum Private Placement is brokered, will increase by 5,407,500 Common Shares from the amount of 23,860,172 disclosed in the Filing Statement to 29,267,672 and assuming the minimum private placement is brokered, will increase by 3,605,000 Common Shares from the amount of 21,800,172 disclosed in the filing statement to 25,405,172. All references in the Filing Statement to any percentage of the Common Shares of the Corporation following closing will be affected accordingly.

Both the minimum and maximum proceeds to be raised by the Private Placement are the same as disclosed in the Filing Statement. The change is reflected in the price per security and the change to a Unit instead of a common share offered pursuant to the Private Placement. In addition, the use of proceeds as disclosed in the Filing Statement remains the same.

Completion of the Acquisition is subject to a number of conditions, including, but not limited to, final Exchange acceptance. There can be no assurance that the Acquisition will be completed as proposed or at all.

The Common Shares are currently halted from trading in accordance with the policies of the Exchange.

The TSX Venture Exchange does not Accept Responsibility for the Adequacy or Accuracy of this Release.

Contact Information

  • Pretium Capital Corp.
    Brian E. Bayley
    President and Director
    (604) 689-1428