Process Capital Corp.

December 12, 2006 16:44 ET

Process Capital Corp.: Press Release

TORONTO, ONTARIO--(CCNMatthews - Dec. 12, 2006) - On October 24, 2006, Process Capital Corp. (TSX VENTURE:POR)(the "Company") announced that as of the date thereof, and subject to TSX Venture Exchange (the "Exchange") approval and the receipt of any required regulatory consents, the company agreed to sell up to 51,500,000 units at a price of $0.05 per unit for total proceeds of up to $2,575,000. (the "Private Placement") Each unit will consist of one common share of the company, and one share purchase warrant, 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.

The company has signed a letter agreement with EnviroMatrix Technologies Inc.("EnviroMatrix"), a private Ontario corporation, wherein EnviroMatrix has agreed, subject to the terms and conditions of the letter agreement, to subscribe for a total of up to 35,500,000 units (the "EnviroMatrix Subscription") for total proceeds of up to $1,775,000.

In the event that EnviroMatrix subscribes for the full amount of the EnviroMatrix Subscription, EnviroMatrix will hold 45,390,000 common shares in the Company, representing 35.14% of the issued and outstanding common shares of the Company (assuming the Company receives subscriptions for the full amount of the Private Placement).

In the event that EnviroMatrix exercises all of the warrants it will acquire as a result of its investment in the Private Placement and previous acquired warrants pursuant to previous private placements of the Company, it will hold 88,500,000 common shares representing 43.2 % of the Company's common shares, (assuming all other warrants issued pursuant to the Private Placement are exercised by other holders of the warrants) thereby resulting in a change of control of the Company.

The Company has scheduled a shareholders meeting for December 15, 2006 to obtain Shareholder approval of the Private Placement.

The Company has been advised that at the next Annual Shareholders' Meeting of the Company, two nominees of EnviroMatrix will stand for election as directors of the Corporation.

The control person for EnviroMatrix is Anthony Cosentino, its President.

There are currently 77,472,574 common shares and 24,451,111 common share purchase warrants of the Company issued and outstanding.

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 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 Corp.
    Robert Grimard
    President and CFO
    (416) 622-6600
    (416) 622-6628 (FAX)
    Process Capital Corp.
    H. John Stollery
    Chairman of the Board
    (416) 622-6600
    (416) 622-6628 (FAX)
    EnviroMatrix Technologies Inc.
    Anthony Cosentino
    President & CEO
    (416) 363-0080
    (416) 360-0515 (FAX)