Pro-Trans Ventures Inc.

CPVC Bromont Inc.

April 16, 2009 17:28 ET

Pro-Trans Ventures Inc. and CPVC Bromont Inc. Announce Letter of Intent

CALGARY, ALBERTA--(Marketwire - April 16, 2009) - Pro-Trans Ventures Inc. ("Pro-Trans") and CPVC Bromont Inc. (TSX VENTURE:BBB.P) ("CPVC") (collectively, the "Companies") are pleased to announce that they have entered into a letter of intent dated April 8, 2009 (the "Letter of Intent"), whereby CPVC has agreed to acquire all of the issued and outstanding securities of Pro-Trans (the "Proposed Acquisition"), such that Pro-Trans will become a wholly owned subsidiary of CPVC upon completion of the Proposed Acquisition.

Pro-Trans and CPVC are "Capital Pool Companies" and intend for the Proposed Acquisition to constitute a "Combination", as such terms are defined in the policies of the TSX Venture Exchange Inc. (the "Exchange"). Pro-Trans has not completed its initial public offering and accordingly its shares are not posted and listed for trading on the Exchange. The primary purpose of the Proposed Acquisition is to aggregate capital so that the resulting issuer may pursue a Qualifying Transaction, as such term is defined in the policies of the Exchange, with significant funding on hand. The Proposed Acquisition was negotiated at arm's length. If the Proposed Acquisition is completed, the resulting issuer will have until May 22, 2010 to complete its Qualifying Transaction.

The Proposed Acquisition

Pursuant to the terms of the Letter of Intent, and subject to any regulatory, shareholder, director or such other approvals that may be required, the completion of satisfactory due diligence by each of the Companies and other conditions contained in the Letter of Intent, the parties intend to negotiate and enter into a definitive agreement (the "Definitive Agreement") with respect to the Proposed Acquisition on or before April 30, 2009 and then close the Proposed Acquisition on or about June 1, 2009. The Definitive Agreement will contain customary representations and warranties by Pro-Trans in favour of CPVC and by CPVC in favour of Pro-Trans and such other customary terms, covenants and conditions as would be customary for a transaction of this nature.

Pursuant to the Letter of Intent, it is expected that CPVC will acquire Pro-Trans through a business combination (the "Combination"), whereby the shareholders of Pro-Trans will receive 1.66 common shares in the capital of CPVC ("CPVC Share") for each common share in the capital of Pro-Trans ("Pro-Trans Share") at a deemed price of $0.159 per share. It is expected that certain of the CPVC Shares issued pursuant to the Combination and that are considered Principal Securities, as such term is defined in the policies of the Exchange, will be subject to the escrow requirements of the Exchange.

All options to purchase CPVC Shares outstanding at the time of the closing of the Combination and held by the officers and directors of CPVC currently (the "Officers and Directors") will be cancelled. Concurrent with the closing of the Proposed Acquisition, all Officers and Directors shall resign their positions, and the board of directors will be reconstituted to consist of those persons on the board of Pro-Trans, as follows, at which point the officers of CPVC will be appointed:

Douglas Davis - Mr. Davis began his business career at Ernst & Young (formerly Clarkson Gordon) in 1984 where he spent almost 14 years in public practice. Doug received his Chartered Accountant designation in 1987, became a manager in 1989 and was a principal with the firm for his last 3 years. Doug assisted his clients with a number of business initiatives including acquisitions/divestitures, strategic planning and general year end compliance.

After assisting Pollock Rental Limited with strategic planning in 1997, Doug joined that company as a Vice President to lead the implementation of the strategic plan. Doug became President in 2000 and CEO in 2004 of the Pollock group of companies (including Pollock NationaLease, Partner Dedicated Services and Pollock Logistics), where he grew the truck rental, leasing and dedicated operations from 150 employees to over 400 employees and more than 2000 pieces of transportation equipment. This growth included a $90 million acquisition of a competitor in 2001, which broadened the company's operating footprint significantly. In 2007, Doug assisted to successfully market the company and to close the sale to Ryder Truck Leasing in October 2007. Doug is currently involved in providing consulting services to a range of Ontario based clients.

Russel Marcoux - Mr. Marcoux is a founder, the major shareholder and the Chief Executive Officer of the Yanke Group of Companies - an international transportation enterprise comprised of Yanke Expedited Services, International Van Division, Multi-modal Division, Logistics Group, Container Port of Saskatoon Ltd. and Aero Delivery Ltd.

David Criddle - Mr. Criddle's career in public accounting spanned 12 years from graduation from university until he resigned from his partnership with Clarkson Gordon (now Ernst & Young) in 1986. Upon leaving public practice he established SYNERGOS Capital Management Incorporated. Through SYNERGOS, he has been involved in a variety of projects and businesses in senior management and consulting positions relating to senior executive management, strategic management, corporate financial planning and management, corporate governance and general business management for a number of clients, including 15 years as CEO of an advanced networking and communications technology business that he led to become publicly traded on the TSX Venture exchange in 1999. David continues to provide professional management services to clients through SYNERGOS.

In 2005, in response to a perceived need for services, he worked to finance and build a licensed personal care home in Broadview, Saskatchewan. He is now the controlling shareholder of PCH Management Ltd., the management company established to hold and operate Broadview House Personal Care Home Inc.

Betty-Ann Heggie - Ms. Heggie retired in 2007 from a 26 year career with Potash Corporation of Saskatchewan, one of the world's largest producers of fertilizers. She joined PotashCorp in 1981 and became a member of the senior management team in 1989. In 1995 she was named Senior Vice President, Corporate Relations and an Officer of the company. While in this position, Betty-Ann was named Canada's Best Investor Relations Officer at the IR Magazine Awards in 2005, as selected by analysts and portfolio managers. During her tenure as the Senior Vice President of Corporate Relations, PotashCorp's corporate reporting program received the Award of Excellence from the Canadian Institute of Chartered Accountants in three consecutive years (2004-2006), as well as top CICA honours in sustainability reporting, electronic disclosure and financial reporting during the same period.

Melinda Park - Ms. Park has been practising law in the province of Alberta since 1992 and has been an associate and subsequently a partner with the law firm of Borden Ladner Gervais LLP (and its predecessor) since 1993. Ms Park received her Bachelor of Laws from the University of Toronto in 1991 concurrently with her Bachelor of Commerce from the University of Saskatchewan in 1991. She is currently a director and/or officer of other public companies.

Donald Black - Mr. Black began his extensive business career in the financial services industry, with Houston Willoughby (now part of RBC Dominion Securities) in 1966, where he become President at the age of 32. Four years later he moved to the Public Sector, where he was CEO of Saskatchewan Government Insurance for three years. In 1985, Don returned to the Private Sector to become Chief Executive Officer of Pioneer Life Assurance Company. When Pioneer Life was purchased in 1990, Don acquired an automobile dealership, which he subsequently sold in 1992. He returned to the financial services business in 1992, to become Chief Executive Officer of Greystone Capital, the position he held until June 2006. Mr. Black is currently Executive Chair of Greystone Capital, an institution investment counselling firm.

In addition, and upon closing of the Proposed Acquisition, Richardson Partners Financial Limited ("RPFL") will be issued 50,000 units of CPVC (the "Units") pursuant to a Finder's Fee Agreement (the "Finder's Agreement") entered into between CPVC and RPFL on March 31, 2009. Each Unit will consist of one CPVC Share and one CPVC agent's option wherein each option entitles the holder thereof to acquire an additional CPVC Share at an exercise price of $0.10 for a period of eighteen months from the date of issue.

The Letter of Intent also provides that certain shareholders of CPVC who hold their CPVC Shares in escrow have agreed to sell, assign and transfer not less than 960,000 of the CPVC Shares held in escrow, to one or more Principals, as defined in the policies of the Exchange, of Pro-Trans, concurrently with the closing of the Proposed Acquisition.

There are currently 5,000,000 Pro-Trans Shares outstanding. CPVC currently has 1,960,000 CPVC Shares and options and agent's options to acquire up to 296,000 CPVC Shares issued and outstanding (of which 196,000 options are held by the Directors and Officers and will be cancelled in connection with the Proposed Acquisition). Upon completion of the Proposed Acquisition, and after the issuance of the 50,000 Units pursuant to the Finder's Agreement, it is anticipated that the current holders of Pro-Trans Shares and the current holders of CPVC Shares will own approximately 80.5% and 19.0%, respectively, of the issued and outstanding CPVC Shares on a non-diluted basis.

Description of Significant Conditions to Closing

Completion of the Proposed Acquisition is subject to a number of conditions, including, but not limited to, Exchange acceptance and approvals as may be required. In addition, other necessary conditions to close the Proposed Acquisition include obtaining all other necessary regulatory, and third party approvals and authorizations, the completion of the Definitive Agreement setting forth the terms and conditions set forth in the Letter of Intent and the completion of due diligence. The Companies have been advised by the Exchange that the Exchange will require CPVC to obtain majority of the minority approval of its shareholders to the Proposed Acquisition. There can be no assurance that the Proposed Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in any filing statement or information circular that is required by the Exchange to be prepared in connection with the Proposed Acquisition, any information released or received with respect to the transaction 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 CPVC Shares 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 intention of the Companies to enter into the Definitive Agreement and the terms and conditions of the Proposed Acquisition, including securities of CPVC to be issued, transferred and cancelled pursuant thereto, the board and officer composition of CPVC following the Proposed Acquisition and the closing date of the Proposed Acquisition. 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 director, shareholder and regulatory approvals; Exchange policies not changing; completion of satisfactory due diligence; and the structure of the Merger being the most tax efficient way of completing the Proposed Acquisition. 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, the failure to obtain the Companies' directors' and shareholders' approval to the Proposed Acquisition; 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
    CPVC Bromont Inc.
    Bill Hess
    (514) 395-1420