Process Capital Corp.

June 07, 2007 17:09 ET

Process Capital Corp.: Press Release

TORONTO, ONTARIO--(Marketwire - June 7, 2007) - Referencing news releases dated October 24th, and December 12th, 2006, Process Capital Corp. (TSX VENTURE:POR) (the "Company") announces that as of the date hereof, and subject to TSX Venture Exchange (the "Exchange") approval and the receipt of all required regulatory consents, the Company has agreed to sell up to 50,000,000 units at a price of $0.05 per unit for total proceeds of up to $2,500,000 (the "Private Placement"). Each unit ("Unit") consists of one common share of the company, and one common share purchase warrant, with each 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.

Enviromatrix Technologies Inc. ("Enviromatrix"), an existing shareholder of the Company, has indicated its intention to subscribe for 33,000,000 Units ("Enviromatrix Subscription") offered under the Private Placement. H. John Stollery, together with other insiders of the Company have indicated their intention to subscribe for 17,000,000 Units offered under the Private Placement.

In the event that Enviromatrix subscribes for the full amount of the Enviromatrix Subscription, Enviromatrix will hold 42,838,742 common shares of the Company, representing 33.6% of the issued and outstanding common shares of the Company (assuming the Company receives subscriptions for the full amount of the Private Placement), thereby resulting in a change of control.

In addition, the Company has signed a letter agreement, with EnviroMatrix, wherein EnviroMatrix has agreed, subject to the terms and conditions of the letter agreement and receipt of regulatory approval, to subscribe for up to an additional 20,000,000 Units (the "Additional Subscription") in a subsequent private placement offered by the Company, for total gross proceeds of up to $1,000,000.

In the event that EnviroMatrix subscribes for the full amount of the Additional Subscription, EnviroMatrix will hold 62,838,742 common shares of the Company, representing 42.6% of the issued and outstanding common shares of the Company.

In the event that EnviroMatrix exercises all its warrants to purchase common shares, including common shares and warrants resulting from the Additional Subscription, Enviromatrix will hold 123,448,742 common shares, representing 50.1% of the Company's outstanding common shares, assuming all other warrants outstanding are exercised.

At a special meeting of shareholders of the Company held on December 15th, 2006, the shareholders approved the issuance of up to 51,500,000 Units to be issued under the Private Placement. In addition, the shareholders approved the issuance of up to 50,000,000 additional common shares of the corporation.

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

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, unless there is an exemption available. The Company expects to rely upon the Financial Hardship Exemption with respect to the Private Placement.

Prior to giving effect to the Private Placement, 77,472,574 common shares and 24,451,111 common share purchase warrants of the Company were issued and outstanding. In addition, 2,500,000 common shares were reserved for the conversion of the Company's convertible debt.

At the close of business on 6 June, 2007 the common shares of the Company were trading at $0.05.

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)