Process Capital Corp.
TSX VENTURE : POR

June 09, 2005 16:22 ET

Process Capital Corp. Announces Private Placements

TORONTO, ONTARIO--(CCNMatthews - June 9, 2005) - Process Capital Corp. (TSX VENTURE:POR) (the "Company") announces that it has successfully closed the previously announced $125,000 mortgage financing with an arm's length lender.

The Company also announces that, subject to TSX Venture Exchange ("Exchange") approval, it has modified the terms of the previously announced private placement as follows: The Company has agreed to sell up to 12,000,000 units at a price of $0.06 per unit, for total proceeds of up to $720,000. Each unit will consist of one common share of the Company, and one common share purchase warrant ("Unit"), each warrant entitling the holder to acquire one common share of the Company at a price of $0.12 for a period of 2 years from the date of issuance. Insiders of the Company have subscribed to 6,750,000 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 have granted, subject to regulatory approval, the previously announced 1,825,000 options to purchase common shares of the Company, to its directors, consultants and employees 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 June 8th, 2005 was $0.08 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.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this news release.

Contact Information

  • 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