Prime City One Capital Corp.

July 08, 2010 12:06 ET

Prime City One Capital Corp. Announces Proposed New Business, New President/CEO, $350,000 Financing and Option Approval

TORONTO, ONTARIO--(Marketwire - July 8, 2010) - Prime City One Capital Corp. (the "Corporation" or "Prime City") (TSX VENTURE:PMO)(NEX BOARD:PMO.H), is pleased to announce that it has entered into Memorandum of Agreement ("MoA") with Ecotecnos Ltd. and its related company Geosensing (collectively, "EcoTecnos") with respect to a proposed change of business transaction for Prime City. Prime City will acquire the use of EcoTecnos' satellite detection and bioremediation technologies (the "Technologies") by way of exclusive licenses (the "Licenses") in exchange for 19.99% of Prime City common shares. The Licenses will enable Prime City to have the indefinite use of the Technologies for all of the Middle East and North Africa ("MENA") regions. For countries outside of the MENA regions and excluding South America, the Licenses permit Prime City the right of first refusal for the commercial use of the Technologies on similar terms subject to Prime City generating sales in those countries within three years of the transaction closing.

Subject to shareholder and NEX approval, the Licenses will enable Prime City to effectively change its business through the execution of a new business plan that will enable Prime City to utilize the fully- commercialized and patented Technologies to offer services that solve varying environmental problems. The satellite detection service that Prime City will offer will be used to generate 2D images of any oil spill area, oil lake or sludge pit as well as properly estimate the volume, dimensions and underground penetration of the hydrocarbon contamination up to a depth up of 150 meters. This satellite detection service will enable national oil companies, federal agencies and oil-remediation service providers, among others, to have an accurate visual definition, assessment and measurement of each individual oil lake, sludge pit or specific oil leak in order to allow an in-depth analysis of clean-up project costs and to better understand the scope of the environmental damage. EcoTecnos has completed over 1000 projects using satellite detection technology to geo-reference hydrocarbon pits and other oil spills.

EcoTecnos's bioremediation technology will enable Prime City to provide an economical and safe method for the cleanup of oil spills and contaminated soils by decomposing contaminants utilizing beneficial microbes, surfactants and micronutrients. EcoTecnos are pioneers in bioremediation and have patented a specific strain of bacteria that is capable of remediating oil-contaminated soil in harsh environmental conditions. The EcoTecnos patented bioremediation product is fully commercialized and has been used successfully in South America in various remediation projects.

EcoTecnos has been providing services utilizing these Technologies exclusively in South America over ten years to a range of South American clients, including ENAP (the Chilean National Oil Company) and the Latin American operations of Shell, ESSO and BHP Billiton.

In conjunction with the proposed change of business for Prime City, the Corporation will change its name to BioSat Corporation and is very pleased to announce that Raymond J. Stapell has been appointed the President and Chief Executive Officer of Prime City, as well as a director of the Corporation. Mr. Stapell will replace Mr. Alex Gress who will no longer be an officer of Prime City. However, Mr. Gress will continue to act as director of the Company.

In addition, Prime City announces a proposed private placement financing for aggregate gross proceeds of up to $350,000 of units (each a "Unit") at a price of $0.05 per Unit. Each unit will consist of one common share of Prime City (a "Common Share") and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire one additional Common Share at a price of $0.10 for a period of 1 year from closing. Closing is expected to occur in multiple tranches, as subscription proceeds and supporting documentation are received. The proceeds from this offering will be used to fund future restructuring costs and for general working capital purposes. Hold periods will apply to the securities issued under this offering in accordance with applicable securities laws. This offering is subject to the approval of the NEX.

Prime City also announces the approval to grant an aggregate of 5,690,000 options to acquire common shares in the capital of Prime City at a price of $0.10 to certain officers, directors, consultants and employees of Prime City. Such options have an exercise price of $0.10 per share and vest immediately. The options expire on the earlier of their fifth anniversary date or within 90 days of the time that the optionees cease to serve as officers, directors, consultants or employees (as applicable) of the Corporation.

Mr. Raymond J. (RJ) Stapell has extensive experience in business consulting and legal issues pertaining to the formation, capitalization, growth, profitability and risk management of various business entities. These areas, as well as corporate governance, regulatory compliance, and operating responsibility for Financial Services, Human Resources, Information Technology and Risk Management are his major areas of responsibility in his current role as Chairman and General Counsel for NOCO Energy Corp.

As the Managing Partner of the Buffalo Office of the Harris Beach PLLC law firm, he is responsible for the development, motivation, and financial success of a diverse staff of twenty partners, associate attorneys and fifty administrative assistants to support a variety of legal practices, emphasizing team work, cross-training, both individual and team accountability, mutual respect, integrity and most importantly, a positive mental attitude. Built the firm's Buffalo practice from two attorneys to its present size through mergers and acquisitions of selected practice areas through strategic long term planning.

In the past, Mr. Stapell has developed and managed a specialized administrative staff together with a cadre of local independent counsel to assist in the successful deployment of Sprint Wireless cell towers throughout western New York, Maryland, Virginia, and Washington, D.C. under the Telecommunications Act of 1996. Built an environment of collaboration to overcome local zoning obstacles and maintain the schedule of deployment in a cost-effective manner. Successfully argued 19 separate litigations, including the first nationally reported case under the Telecommunications Act of 1996.

He also has acted as lead negotiator and attorney for the state of New York in the lease renewal for the Buffalo Bills National Football League Team, steering the contract and negotiation process to reflect the economic terms of inducement and the political requirements from the Governor, as well as the local interests of the community. Developed consensus among diverse personalities and enabled the retention of a unique nationally known asset for the western New York region.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.

Contact Information

  • Prime City One Capital Corp.
    Lindsay Cross
    Investor Relations Manager
    (416) 368-3050