Prime City One Capital Corp.
TSX VENTURE : PMO.H

March 10, 2011 11:36 ET

Prime City One Capital Corp. Completes Licensing Agreement and Closes Financing

TORONTO, ONTARIO--(Marketwire - March 10, 2011) - Prime City One Capital Corp. (TSX VENTURE:PMO.H) (the "Corporation" or "Prime City") is pleased to announce that it has entered into its Technology License Agreement (the "License Agreement") with Ecotecnos Ltd. and its related company Geosensing (collectively, "EcoTecnos"). The execution of the License Agreement is part of the proposed change of business transaction for Prime City (the "Transaction"). The now executed License Agreement will, upon closing of the Transaction, provide Prime City with 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's issued and outstanding common shares. The Licenses enable Prime City to have the indefinite use of the Technologies for all of the Middle East and North Africa ("MENA") region. For countries outside of the MENA region 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. The License Agreement also provides for a continuing royalty payable to Ecotecnos in the amount of five percent (5%) of the gross value of all contracts entered into by the Corporation for the use of the Technologies.

As previously announced and 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 be able to offer will be used to generate 2D images of underground water, oil spill areas, oil lakes or sludge pits, as well as properly estimate the volume, dimensions and underground penetration of the hydrocarbon contamination up to a depth 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 1,000 projects using satellite detection technology to geo-reference hydrocarbon pits, oil spills, and to identify underground water resources.

EcoTecnos' 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.

As previously announced and in conjunction with the proposed change of business for Prime City, the Corporation will (subject to receipt of necessary approvals) change its name upon closing of the Transaction to BioSat Corporation.

In addition, Prime City is pleased to announce the closing of its previously announced private placement financing for aggregate gross proceeds of $350,000 of units (each a "Unit") at a price of $0.05 per Unit. Each Unit consists of one common share in the capital 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. The proceeds from this offering will be used to fund costs associated with the ongoing operation of the Corporation, including general working capital and future restructuring costs. The Common Shares and Warrants issued in connection with the private placement are subject to statutory four-month hold periods in accordance with applicable securities laws.

Reader Advisory

This press release should not be considered a comprehensive summary of the terms of the Transaction described above. Additional information may be required by the NEX and/or the TSX Venture Exchange and may be disseminated at a future date following a satisfactory review by the NEX and/or the TSX Venture Exchange.

Trading of the common shares of Prime City will remain halted pending receipt and review by the NEX and/or the TSX Venture Exchange of acceptable documentation regarding the Corporation following completion of the Transaction. The proposed Transaction has not been approved by the TSX Venture Exchange and remains subject to TSX Venture Exchange approval.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the Transaction, satisfaction of the conditions precedent to the completion of the Transaction and the anticipated business of the Corporation following the completion of the Transaction. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-­looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in commodity prices; governmental regulation of the resources industry, including environmental regulation; geological, technical and engineering problems; unanticipated operating events; competition for and/or inability to retain services and inputs; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in resource operations; changes in tax laws and incentive programs relating to the resources industry; and the other factors described in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the NEX nor the TSX Venture Exchange has in any way passed upon the merits of the proposed Transaction and neither have approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange (nor the NEX) nor their Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

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