CPVC Bromont Inc.
TSX VENTURE : BBB.P

Pro-Trans Ventures Inc.

May 20, 2009 19:28 ET

Pro-Trans Ventures Inc. and CPVC Bromont Inc. Announce CPC Combination

CALGARY, ALBERTA--(Marketwire - May 20, 2009) - Pro-Trans Ventures Inc. ("Pro-Trans") and CPVC Bromont Inc. (TSX VENTURE:BBB.P) ("CPVC") (collectively, the "Companies") are pleased to announce that, further to their joint press release dated April 16, 2009, they have entered into a formal amalgamation agreement (the "Amalgamation Agreement") dated effective May 19, 2009 among the Companies and 1468729 Alberta Ltd. ("Subco"), a wholly-owned subsidiary of CPVC.

Pursuant to the terms of the Amalgamation Agreement, Subco will amalgamate with Pro-Trans to form a new amalgamated entity ("Amalco"), and the holders of common shares of Pro-Trans ("Pro-Trans Shares") will collectively receive 8,300,000 common shares in the capital of CPVC (the "CPC Combination"). Upon completion of the CPC Combination, Amalco will become a wholly-owned subsidiary of CPVC, and CPVC will continue to be a capital pool company and will continue to identify and evaluate a potential transaction to satisfy the conditions for a Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange Inc. (the "Exchange"). The primary purpose of the CPC Combination is to aggregate capital so that the resulting issuer may pursue a Qualifying Transaction, with more capital on hand.

The Exchange has conditionally approved the CPC Combination, subject to the Companies fulfilling all of the requirements of the Exchange.

Completion of the CPC Combination is subject to a number of conditions, including, but not limited to, the approval by the CPVC shareholders by way of Majority of the Minority Approval (as such term is defined in the policies of the Exchange) and approval of the Pro-Trans shareholders. A management information circular of CPVC dated May 19, 2009 relating to the CPC Combination and the annual and special meeting of the shareholders of CPVC to be held on June 16, 2009 (the "Circular") will be filed on SEDAR and mailed to shareholders of CPVC this week. Subject to the conditions in the Amalgamation Agreement being met or waived, the CPC Combination is expected to close on or about June 16, 2009.

Investors are cautioned that, except as disclosed in the Information Circular prepared in connection with the CPC Combination, any information released or received with respect to the CPC Combination may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

In accordance with Exchange policy, the common shares of CPVC are currently halted from trading and will remain halted until further notice.

Cautionary Statements

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Companies' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the CPC Combination, including the effective date of same. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Companies. The material factors and assumptions include: the Companies being able to obtain the necessary shareholder and regulatory approvals. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange that prevent the CPC Combination from occurring, the failure to obtain the Companies' shareholders' approval to the CPC Combination; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Companies caution the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Companies are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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 this release.

Contact Information

  • Pro-Trans Ventures Inc.
    Russel Marcoux
    Chief Executive Officer
    (306) 249-5045
    or
    CPVC Bromont Inc.
    Bill Hess
    President
    (514) 395-1420