Wide and cheap availability of cloud-based media services is upon us. With the transformations these services are already bringing to the consumption of music, video and interactive media, change has likewise come to professional workflows. Documents in 2012 are read, written, collaborated on, and distributed anywhere an Internet-enabled device can reach – which is to say, everywhere.
In his session at the 10th International Cloud Expo, Christopher Kenneally, Director of Business Development a...| By Marketwire . | Article Rating: |
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| October 24, 2006 10:39 PM EDT | Reads: |
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TORONTO, ONTARIO -- (MARKET WIRE) -- 10/24/06 -- 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 any required regulatory consents, the company has 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 for total proceeds of up to $1,775,000. Harris Brown & Partners Limited acted as Advisor to EnviroMatrix on this transaction.
H. John Stollery, together with other members of the management team and directors of the Company have indicated their intention to subscribe for up to 16,000,000 units for total proceeds of up to $800,000. The common shares and warrants acquired under these transactions will be subject to a 4-month hold period.
As some of the subscribers to these private placements 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 these private placements.
The Private Placement is expected to be completed in one or more tranches, with an initial tranche of up to 13,000,000 units, with proceeds of up to $650,000..Funds from the initial tranche will be used by the Company to pay existing debt of the Company, costs associated with the Private Placement, and provide working capital to the Company. Funds from subsequent tranches will be used by the company to pay existing debt and to commence construction of a new commercial 30 million litre micro-refinery to be built at the Company's site in Kingston, Ontario. This will replace the current 8 million litre pilot plant that was developed and used to test and confirm the technology.
Immediately upon completion of the Private Placements, the Company intends to engage Colt Engineering to begin work on the new plant and to de-commission the current pilot plant. Management expects it will take 15 months to put the new refinery into commercial operation.
In addition to the above noted private placements, EnviroMatrix has committed to use its best efforts to arrange, subject to Exchange approval, and the receipt of any necessary regulatory approvals, additional financing for the Company, by way of convertible debentures of up to $3,000,000 (the "Debenture Offering") and a first mortgage in the amount of up to $3,657,000 for a total amount of up to $6,637,500 (the "Additional Financing") to enable the Company to complete construction of the new plant facility. It has been agreed that the Additional Financing will not bear interest at a rate greater than 12% per annum, and must be on reasonable terms, with respect to commissions and/or other terms acceptable to the Board of the Company.
EnviroMatrix has agreed to commit a minimum of $500,000 and act as lead investor in the Debenture Offering. Final terms of the Debenture Offering have not been established at this time.
While Process Capital Corp. will own the new micro-refinery, it has granted to EnviroMatrix, as additional consideration for the private placements and for raising, at a minimum, $5 million of the Additional Financing referred to above, the exclusive rights to build and/or sell these micro-refineries throughout North America for a 10 year period. For each plant that is constructed in North America, Process Capital Corp. will receive a fee of $500,000 and a royalty of $0.02 per litre on all diesel fuel sold. Process will retain the rights to develop and sell these plants throughout the rest of the world, except for China. The rights to China have been retained by Dr. Yu, the inventor of the technology, and a consultant to Process Capital Corp.
If EnviroMatrix is unable to provide this Additional Financing within 12 months, it will result in EnviroMatrix being obligated to offer to sell up to 30,000,000 common shares owned by it to H. John Stollery for a buyer to be determined at a price of $0.035 for a period of six months, and the rights granted to EnviroMatrix to build and/or sell these micro-refineries throughout North America for a 10 year period will be revoked.
There are currently 77,472,574 common shares and 24,451,111 common share purchase warrants of the Company which are issued and outstanding. The price of the Company's common shares as at the close of business on October 23, 2006, the day prior to this announcement was $0.03 per share.
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.
Contacts:
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)
Email: info@processcapital.ca
EnviroMatrix Technologies Inc.
Anthony Cosentino
President & CEO
(416) 363-0080
(416) 360-0515 (FAX)
Email: info@envirotek.ca
Harris Brown & Partners
Jeffrey Phipps
President and CEO
(416) 850-1564
(866) 298-0088 (FAX)
Email: jphipps@harrisbrownpartners.ca
Published October 24, 2006 Reads 1,203
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Wide and cheap availability of cloud-based media services is upon us. With the transformations these services are already bringing to the consumption of music, video and interactive media, change has likewise come to professional workflows. Documents in 2012 are read, written, collaborated on, and distributed anywhere an Internet-enabled device can reach – which is to say, everywhere.
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With Cloud Expo 2012 New York (10th Cloud Expo) just four months away, what better time to start introducing you in greater detail to the distinguished individuals in our incredible Speaker Faculty for the technical and strategy sessions at the conference...
We have technical and strategy sessions for you every day from June 11 through June 14 dealing with every nook and cranny of Cloud Computing and Big Data, but what of those who are presenting? Who are they, where do they work, what else h...
Cloud is a shift from the focus on underlying technology implementation to leveraging existing implementations and further building upon them. Cloud orchestration or a network of clouds is the wave of the future where these clouds can operate with elasticity, scalability, and efficiency. Effective service management is an important aspect of managing such networks. The transition to the cloud will enable the further aggregation of composite web services and enhanced business-to-business capabili...
I've been working on Enterprise Cloud Strategy and in the course of this work identified some interesting and non-obvious opportunities in the Cloud.
One solution I’ve examined is the well-crafted solution that is enStratus. enStratus has built a SaaS Cloud Management / Governance product focused on providing critical management, monitoring, governance capabilities tailored to the needs of the Global 2000 market, rather than the startup market. As I have worked with a current Fortune 500 clie...
With Cloud Expo 2012 New York (10th Cloud Expo) now under four months away, what better time to start introducing you in greater detail to the distinguished individuals in our incredible Speaker Faculty for the technical and strategy sessions at the conference...
We have technical and strategy sessions for you every day from June 11 through June 14 dealing with every nook and cranny of Cloud Computing and Big Data, but what of those who are presenting? Who are they, where do they work, what e...
2011 was a year of rapid adoption for public and private cloud services. Instant and on-demand server provisioning was the driving force behind the massive growth. On top, cloud server templates and script automation simplified application installation for simple and pre-defined application stacks, but have not targeted more complex enterprise application environments.
In his session at the 10th International Cloud Expo, John Yung, CEO of Appcara, will discuss how 2012 will be the year for app...
"Having been in the IT field for many years, I believe the cloud computing chapter in the industry is an exciting one and I am proud to be a part of it," said National Reconaissance Office (NRO) Chief Information Officer Jill T. Singer Tuesday, as it was announced that she was one of 10 winners of the 2012 CloudNOW "Top Ten Women in Cloud" Awards.
As more enterprises are adopting clouds, the nature of cloud computing is changing. Previously, clouds were used to test applications or for non-mission critical applications. Today, enterprises are using clouds for cost-saving advantages and launching more mission critical applications that have defined performance needs.
In his session at the 10th International Cloud Expo, Eric Shepcaro, CEO and Chairman of the Board of Telx, will discuss how distributed computing has many advantages. It wou...
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