/NOT FOR U.S. DISBTRIBUTION/
TORONTO, Dec. 16 /CNW/ - Process Capital Corp. (POR-V) (the "Company") announces that, subject to TSX Venture Exchange (the "Exchange") approval and the receipt of all required regulatory consents, the Company has agreed to sell 30,000,000 units at a price of $0.05 per unit, each unit comprising one common share of the Company and one warrant to purchase a common share at a price of $0.10 per common share, for total proceeds of $1,500,000 (the "Private Placement"). The proceeds of the financing will be added to the working capital of the Company and will fund the development of the Company's new waste oil micro-refinery to be built at its site in Kingston, Ontario.
Enviromatrix Technologies Inc. ("Enviromatrix"), the principal shareholder of the Company, has indicated that it will subscribe to the full amount of the Private Placement. Enviromatrix currently holds 62,838,742 common shares of the Company, representing 42.6% of the issued and outstanding 147,305,752 common shares of the Company. The control person for Enviromatrix is Anthony Cosentino, its President.
In the event that Enviromatrix subscribes for the full amount of the Private Placement, Enviromatrix will hold 92,838,742 common shares of the Company, representing 52.3% of the issued and outstanding common shares of the Company. If Enviromatrix exercises all of the warrants to be issued in this transaction, Enviromatrix will hold 122,828,742 common shares, representing 59.25% of the issued and outstanding common shares of the Company.
At the Annual General and Special Meeting of Shareholders of the Company held on August 7, 2008, shareholders in attendance at the meeting or represented by proxy, unanimously approved the Company entering into a private placement for the issuance by the Company to Enviromatrix of up to 40,000,000 units at a price of $0.05 per unit, each unit comprising one common share of the Company and one warrant to purchase a common share at a price of $0.10 per common share for a period of 18 months from the date of closing of the private placement.
In addition, Enviromatrix holds 20,000,000 warrants to purchase common shares of the Corporation at an exercise price of $0.10 per common share, issued pursuant to a previous private placement which closed on June 3, 2008. These warrants will expire, if not exercised, on December 3, 2009.
As Enviromatrix is an insider of the Company, it is required to comply with Policy 5.9 of the Exchange which incorporates Multilateral Instrument 61-101, (Protection of Minority Security Holders in Special Transactions) unless there is an exemption available. The Company expects to rely upon the Financial Hardship Exemption with respect to the Private Placement.
At the close of business on December 15, 2008, the common shares of the Company were trading at $0.015 on the TSX Venture Exchange.
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.
"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
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