Aptilon Corporation

December 08, 2006 17:32 ET

Zermatt Capital Announces the Closing of its Qualifying Transaction with Aptilon Holdings

MONTREAL, QUEBEC--(CCNMatthews - Dec. 8, 2006) - Aptilon Corporation (TSX VENTURE:ZER.P)

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Aptilon Corporation (formerly Zermatt Capital Inc.) (the "Corporation") (TSX Venture Exchange: ZER.P) announces that it completed its qualifying transaction consisting of the acquisition of all of the issued and outstanding securities of Aptilon Holdings Inc. ("Aptilon Holdings").

In the course of the acquisition, the Corporation issued 80,000,000 Class A Common Shares ("Common Shares") in exchange for all the securities of Aptilon Holdings, and warrants entitling the holders thereof to purchase 2,988,534 Common Shares. Each warrant entitles the holder thereof to acquire one Common Share at a price of $0.40 ($0.30 in the case of 5 holders) during the 36 months following the date of closing.

Following closing, Zermatt Capital Inc. changed its name to Aptilon Corporation. Trading of the Aptilon Corporation's shares is expected to commence on the TSX Venture Exchange on Tuesday December 12, 2006 under the symbol "APZ".

Concurrent with the acquisition, the Corporation completed a public offering of Common Shares pursuant to which the Corporation issued to investors 51,493,500 Common Shares at a price of $0.20 per Common Share, for aggregate gross proceeds of $10,298,700. After giving effect to the acquisition and offering, 139,143,600 Common Shares are issued and outstanding.

Paradigm Capital Inc. acted as exclusive agent in respect of the offering. Paradigm received a commission of $623,481 and was issued 3,347,078 compensation warrants, each compensation warrant entitling it to acquire one Common Share at a price of $0.20 until December 8, 2008.

Messrs. Roger Korman, Denis Martineau, Mark Benthin, Loftus S. Lucas, Jeffrey Wasserstein and Andre Brosseau have been elected directors of the Corporation and Louis G. Plourde, Andre Dupras, John Broccolini, Frank Motter and Alan Pinchuk have resigned from office as directors of the Corporation. Following these changes, the Board of directors of the Corporation is comprised of the following directors:

Dr. Roger Korman, Chairman
Denis Martineau
Mark Benthin
Tommy Boman
Loftus S. Lucas
Jeffrey Wasserstein
Andre Brosseau

The members of the Corporation's audit committee are Messrs. Andre Brosseau, Tommy Boman and Jeffrey Wasserstein.

The Corporation hereby confirms that it approved a Stock Option Plan (the "Plan") for its directors, executive officers, employees and consultants. Pursuant to the Plan, the Corporation is authorized to grant options to acquire an aggregate of 13,149,360 Common Shares. The Corporation granted 3,050,000 options to its executive officers and employees as previously described in the prospectus of the Corporation filed on SEDAR on November 28, 2006. These options have an exercise price of $0.20 per share and a five year term and are subject to the terms and conditions of the Plan.

Early Warning

SBL Trust and 9120-6854 Quebec Inc. announce that they have each separately acquired Common Shares that represent more than 10% of the issued and outstanding Common Shares. These Common Shares were acquired by SBL Trust and 9120-6854 Quebec Inc. from treasury in exchange for shares held in Aptilon combined with a new subscription of 1,026,000 Common Shares in the case of SLB Trust. All Common Shares were issued at a price of $0.20 per share.

The following table sets forth the details of the acquisition of the Common Shares:

Number of
Common Percentage
Names and address Shares Acquired of Class Ownership or Control
SBL Trust 15,216,411 10.94% Ownership
792, Upper
Quebec H3Y 1J8
9120-6854 Quebec
460 Ste-Catherine 14,293,569 10.27% Ownership
Street West
Suite 801
Montreal (Quebec)
H3B 1A7

SLB Trust and 9120-6854 Quebec Inc. also announce that the acquisition of Common Shares by them is made for investment purposes and that, at this time, each of them has no intention of acquiring ownership of, or control over, additional securities of the Corporation.

The issuance of this news release is not an admission that an entity named herein is a joint actor with another named entity.

The TSX Venture Exchange does not assume any liability regarding the relevancy or the accuracy of this news release.

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