TORONTO, ONTARIO , formerly known as Pisces Capital Corp., a
Capital Pool Company, is pleased to announce that it has closed its
previously announced Qualifying Transaction with Petrolympia Inc.
("Petrolympia"), a Quebec-based junior oil and gas exploration
company. Concurrent with the completion of the Qualifying
Transaction, Petrolympic also closed its previously announced
prospectus offering which raised gross proceeds of $3,051,500 (the
"Offering") via CTI Capital Inc. and Research Capital Corp. (the
"Agents"), with the assistance of Foundation Markets ("Foundation")
which acted as financial advisor to Petrolympia and assisted in
coordinating the arms length financing. The TSX Venture Exchange
has conditionally approved listing of the common shares of
Petrolympic, subject to receipt from the Company of final
submission documents, and it is expected that trading of the common
shares of Petrolympic under the new symbol "PCQ" will commence on
or about January 3, 2008.
The activities of Petrolympia, now a wholly-owned subsidiary of
Petrolympic, constitute the entirety of the operations of
Petrolympic. As part of the Qualifying Transaction, the former
shareholders of Petrolympia received 48,147,111 common shares of
Petrolympic at a price of $0.18 per share, of which 44,444,445 will
be subject to an escrow period of 3 years with 10% of the shares
being released from escrow upon completion of the Qualifying
Transaction and 15% the balance of the shares being released every
6 months. The Company now has a total of 70,754,849 common shares
issued and outstanding. The new Board of Directors of Petrolympic
is comprised of Mendel Ekstein, Alain Fleury, Andreas Jacob,
Enrique Lopez de Mesa, Frank Ricciuti, Gerald U. Fong, and Miles
Pittman. For a more detailed description of the Qualifying
Transaction, together with complete biographies of each Board
member, please consult Pisces' Final Prospectus dated November 28,
2007, available on SEDAR.
At the closing of the Offering, Petrolympic issued 3,803 "A"
Units, 800 "B" Units, and 1,500 "C" Units. Each "A" unit consisted
of 2,000 flow-through shares at a price of $0.20 per share, 556
common shares at a price of $0.18 per share, and 1,556 purchase
warrants. Each "B" unit consisted of 2,500 flow-through shares at a
price of $0.20 per share and 1,250 purchase warrants. Each "C" unit
consisted of 2,778 common shares at a price of $0.18 per share and
2,778 purchase warrants. Each purchase warrant gives its holder the
right to purchase one common share at a price of $0.25 per share at
any time until the second anniversary of the closing of the
Offering.
Petrolympic has agreed to renounce in favour of flow-through
subscribers of the Offering, Canadian Exploration Expenses incurred
as a result of planned exploration programs. Each flow-through
share included in the "A" and "B" units will allow its holder to
claim income tax deductions of 100% at the federal level and, in
Quebec, of 150% at the provincial level. Subscribers residing
outside Quebec will, for provincial income tax purposes, have the
right to the same deductions as those allowed at the federal
level.
In consideration of its services, the Agents received a
corporate finance fee of $27,500 (plus applicable taxes). The
Agents also shared a cash commission of $221,392.50 and 1,199,827
broker warrants with members of the selling group. The broker
warrants allow their holders to purchase, at any time until the
second anniversary of the closing of the Offering, 239,227 common
shares at a price of $0.18 per share (such broker warrants issued
in respect of the sale of common shares) and 960,600 common shares
at a price of $0.20 per common share (such broker warrants issued
in respect of the sale of flow-through shares).
Petrolympic Ltd.
Petrolympic holds more than 113,906 hectares (281,468 acres) of
exploration permits in the Appalachian Basin of Quebec that include
holdings in the Gaspe Peninsula and The St. Lawrence Lowlands. The
Gaspe block of exploration permits total 40,885 hectares and are
located between Rimouski and Matane in the Province of Quebec
immediately southwest of Lake Matapedia. The St. Lawrence Block of
exploration permits is located on the south shore of the St.
Lawrence directly south of Valleyfield less than 30 kilometres
southwest of Montreal in the Province of Quebec.
Petrolympic commenced a new phase of exploration in the fall of
2006 including seismic testing and prior data reprocessing to
identify high-value drilling targets. Funds raised from the
Offering will be used for the Phase II exploration of the Gaspe and
Phase I exploration of the St. Lawrence Lowlands.
CTI Capital Inc.
Founded in 1987, CTI capital Inc., is a full-service boutique
securities dealer, offering debt and equity trading, portfolio
management, research, retail brokerage, and investment banking
services. The investment banking arm specializes in initial public
offerings and new issues, private placements, reverse take-overs,
Capital Pool Companies, mergers and acquisitions, and exchange
sponsorships for emerging growth-oriented companies.
Research Capital Corporation
Research Capital Corporation is a fully integrated Investment
Dealer operating on a national platform with offices in Vancouver,
Calgary, Regina, Toronto, and Montreal. Research has built its
foundations around experiences and capable professionals focused on
serving Canadian growth companies and has been delivering results
since 1921.
Foundation Markets Inc.
Foundation Markets is a Toronto-based investment banking firm
and Limited Market Dealer committed to assisting small to
medium-sized companies with rapid-growth potential. The firm
specializes in working with companies at a pre-public stage to
raise capital and prepare for a going-public transaction, assisting
clients to manage the entire process. The firm maintains an
international perspective and is able to assist companies in
emerging markets as well as introduce international opportunities
to Canadian businesses.
This press release is not an offer of the securities described
above for sale in the United States (the "securities"). The
securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or applicable exemption
from the registration requirements. Any public offering of the
securities to be made in the United States will be made by means of
a prospectus that may be obtained from Petrolympic and that will
contain detailed information about the Company and management, as
well as financial statements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any State in which
such offer, solicitation or sale would be unlawful.
The TSX Venture Exchange has in no way passed upon the merits of
the Qualifying Transaction and has neither approved nor disapproved
of the contents of this release.
Contacts: Petrolympic Ltd. Enrique Lopez de Mesa Director (416)
817-6202 CTI Capital Securities Inc. Louis Plourde Director,
Investment Banking (514) 789-0424
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