Process Capital Corp.
TSX VENTURE : POR

February 25, 2005 16:35 ET

Process Capital Corp. Announces Private Placements


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: PROCESS CAPITAL CORPORATION

TSX VENTURE SYMBOL: POR

FEBRUARY 25, 2005 - 16:35 ET

Process Capital Corp. Announces Private Placements

TORONTO, ONTARIO--(CCNMatthews - Feb. 25, 2005) - Process Capital Corp.
(TSX VENTURE:POR-VN) (the "Company") announces that, as at the date
hereof and subject to TSX Venture Exchange (the "Exchange") approval, it
has agreed to borrow $125,000 from an arm's length lender. The loan will
have a term of two years and carry an interest rate of 10%p.a., payable
quarterly in arrears. The company will cause its subsidiary, Envirofuel
to grant the lender a first mortgage on its property located near
Kingston, Ontario. In addition, the Company has agreed to grant the
lender 1,000,000 two-year bonus common share purchase warrants to
purchase one common share of the Company at a price of $0.10 each.

Additionally, subject to Exchange approval, the Company has agreed to
sell up to 13,000,000 units at a price of $0.05 per unit, for total
proceeds of up to $650,000. Each unit will consist of one common share
of the Company, and half a share purchase warrant ("Unit"), with each
full warrant entitling the holder to acquire one common share of the
Company at a price of $0.10 for a period of 2 years from the date of
issuance. Insiders of the Company have subscribed to 8,000,000 Units.

As some of the subscribers to the private placement are insiders of the
Company, the Company is required to comply with Policy 5.9 of the
Exchange (Insider Bids, Going Private Transactions and Related
Transactions) which incorporates Ontario Securities Commission Rule
61-501 (Insider Bids, Going Private Transactions and Related
Transactions), unless there is an exemption available. The exemption
relied upon by the Company in respect of this transaction is the
Financial Hardship exemption.

The proceeds of both financings will allow the Company to finalize the
development of its waste oil refining process and finance working
capital required to start commercial operations at its Envirofuel
refinery.

Both transactions were unanimously approved by the Directors of the
Company as being in the best interest of the Company and necessary in
order for the Company to meet its working capital requirements, with
each insider declaring their interest in the transaction.

The common shares and the warrants acquired under these transactions
will be subject to a 4-month hold period in accordance with revisions to
Multilateral Instrument 45-102 Resale of Securities effective March 30,
2004. No bonuses, finders fees or commissions will be paid in connection
with the private placement.

In an unrelated matter, the directors of the Company approved, subject
to regulatory approval, the issuance to directors, consultants and
employees of 1,825,000 options to purchase shares of the Company at a
price of $0.10 per share.

There are currently 54,021,463 common shares of the Company issued and
outstanding. The price of the Company's common shares as at the close of
market on February 24, 2005 was $0.065 per share.

Statements in this release which describe the Company's intentions,
expectations or predictions, or which relate to matters that are not
historical facts are forward-looking statements. These forward-looking
statements involve known and unknown risks and uncertainties which may
cause the actual results, performances or achievements of the Company to
be materially different from any future results, performances or
achievements expressed in or implied by such forward-looking statements.
The Company may update or revise any forward-looking statements, whether
as a result of new information, future events or changing market and
business conditions.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Process Capital Corp.
    Robert Grimard
    President and CFO
    (416) 622-6600
    (416) 622-6628 (FAX)
    or
    Process Capital Corp.
    H. John Stollery
    Chairman of the Board
    (416) 622-6600
    (416) 622-6628 (FAX)
    info@processcapital.ca
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy and accuracy of this release.