Process Capital Corp.

January 31, 2006 17:24 ET

Process Capital Corp. Announces Private Placements

TORONTO, ONTARIO--(CCNMatthews - Jan. 31, 2006) - Process Capital Corp. (TSX VENTURE:POR) (the "Company") announces that, as at the date hereof and subject to TSX Venture Exchange (the "Exchange") approval, the Company has agreed to sell up to 13,910,000 units at a price of $0.05 per unit, for total proceeds of up to $695,500. Each unit will consist of one common share of the Company, and one 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 18 months from the date of issuance. Insiders of the Company have subscribed to 4,000,000 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 financing will provide additional working capital to the Company's Envirofuel subsidiary to operate it's Kingston refinery.

The common shares and the warrants acquired under this transaction 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, finder's fees or commissions will be paid in connection with the private placement.

There are currently 63,382,574 common shares of the Company issued and outstanding. The price of the Company's common shares as at the close of market on January 30, 2006 was $0.05 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 release.

Contact Information

  • Process Capital Corporation
    Robert Grimard
    President and CFO
    (416) 622-6600
    Process Capital Corporation
    H. John Stollery
    Chairman of the Board
    (416) 622-6600
    (416) 622-6628 (FAX)