2007
27 December 2007 : PETROLYMPIC COMPLETES QUALIFYING TRANSACTION AND CLOSES $3 MILLION FINANCING
24 September 2007 : PISCES CAPITAL CORP. FILES A PRELIMINARY PROSPECTUS RELATING TO ITS QUALIFYING TRANSACTION WITH PETROLYMPIA INC. AND CONCURRENT FINANCING
30 May 2007 : PISCES AND PETROLYMPIA ENGAGE CTI AND RESEARCH CAPITAL TO BROKER $3 TO $5 MILLION FINANCING
16 May 2007 : PISCES AND PETROLYMPIA ANNOUNCE THE ACQUISITION BY PETROLYMPIA OF A NEW OIL AND NATURAL GAS EXPLORATION PERMIT
21 March 2007 : PISCES CAPITAL ANNOUNCES DETAILS OF QUALIFYING TRANSACTION WITH PETROLYMPIA INC.
27 December 2007
Petrolympic Completes Qualifying Transaction and Closes $3 Million Financing
TORONTO, ONTARIO – (Marketwire – Dec. 27, 2007) – Petrolympic Ltd. ("Petrolympic" or the "Company"; TSX VENTURE: PCP.P), 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 Gaspé Peninsula and The St. Lawrence Lowlands. The Gaspé block of exploration permits total 40,885 hectares and are located between Rimouski and Matane in the Province of Quebec immediately southwest of Lake Matapédia. 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 Gaspé 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.
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.
24 September 2007
Pisces Capital Corp. Files a Preliminary Prospectus Relating to its Qualifying Transaction with Petrolympia Inc. and Concurrent Financing
TORONTO, ONTARIO (September 24, 2007) – PISCES CAPITAL CORP. ("Pisces"; TSXV: PCP.P), a Capital Pool Company, and PETROLYMPIA INC. ("Petrolympia"), a private Quebec based junior oil and gas exploration company, announced today that Pisces has filed a preliminary prospectus with the securities commissions of Quebec, Ontario, Alberta, and British Columbia, consisting of an offering of a minimum of 6,000 units and a maximum of 10,000 units, each at a price of $500, representing gross proceeds of between $3 million and $5 million (the "Offering"). CTI Capital Inc. and Research Capital Corp. are acting as agents for the Offering.
Targeting retail investors, each "A" unit consists 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 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. Subscriptions for "A" units may only be made in multiples $500 and are subject to a minimum subscription of $1,000.
Targeting institutional investors, each "B" unit consists of 2,500 flow-through shares at a price of $0.20 per share and 1,250 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. Subscriptions for "B" units may only be made in multiples $500 and are subject to a minimum subscription of $100,000.
Targeting non flow-through investors, each "C" unit consists 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. Subscriptions for "C" units may only be made in multiples $500 and are not subject to a minimum subscription.
Pisces has agreed to purchase, concurrent with the closing of the Offering, all the issued and outstanding shares of Petrolympia for $8,666,480, to be satisfied by the issua nce of 48,147,111 common shares of Pisces (the "Qualifying Transaction"). Petrolympia is an oil and gas exploration company that holds 113,906 hectares of exploration permits in the Gaspé Peninsula and St. Lawrence Lowlands in the Province of Québec. Upon completion of the Qualifying Transaction, Pisces plans to change its name to Petrolympic Ltd. ("Petrolympic") and the business of Petrolympia will constitute the entirety of the operations of Petrolympic.
Pisces 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.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved of the contents of this release.
30 May 2007
Pisces and Petrolympia Engage CTI and Research Capital To Broker $3 to $5 Million Financing
May 30, 2007: Toronto, Ontario – PISCES CAPITAL CORP. (TSXV: PCP.P) ("Pisces"), a capital pool company, and PETROLYMPIA INC. ("Petrolympia"), a private Quebec based junior oil and gas exploration company, are pleased to announce that, subject to regulatory approval, CTI Capital Inc. and Research Capital Corporation (the "Agents") have agreed to act as co-lead agents in connection with a best-efforts prospectus offering for minimum gross proceeds of $3,000,000 and maximum gross proceeds of $5,000,000 (the "Offering") in connection with the completion of the previously announced qualifying transaction between Pisces and Petrolympia (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange").
Pursuant to the Offering, Pisces proposes to offer "A" units, "B" units and "C" units, each at the option of the subscriber (subject to a minimum subscription for the "B" units of $100,000), which will be comprised of the following securities of Pisces: (i) "A" units will be comprised of 100 common shares of Pisces ("Common Shares"), 410 flowthrough common shares of Pisces ("Flow-Through Shares") and 305 Common Share purchase warrants ("Warrants"); (ii) "B" units will be comprised of 500 Flow-Through Shares and 250 Warrants; and (iii) "C" units will be comprised of 556 Common Shares and 556 Warrants. Each Warrant will entitle the holder to purchase one Common Share at a price of $0.25 for a period of 24 months from the date of issuance. The issue price for each unit will be $100, with the effective price of the Common Shares being $0.18 and the effective price of the Flow-Through Shares being $0.20.
In consideration of the services to be provided by the Agents under the Offering, the Agents will be entitled to receive a corporate finance fee in the amount of $27,500 (plus applicable taxes) and a cash commission of up to 9.5% of the gross proceeds raised under the Offering. In addition, upon closing of the Offering, the Agents will be issued a number of broker warrants that will allow them to purchase a number of Common Shares that equal to 10% of the aggregate number of Flow-Through Shares and Common Shares sold under the Offering.
Petrolympia is continuing to work with Foundation Markets Inc. ("Foundation"), a limited market dealer, which (as noted in Pisces' news release dated March 21, 2007), it has engaged as a financial advisor to assist it in preparing it for a public listing, sourcing a capital pool company, completing a preliminary financing stage (which has been completed) and coordinating a further stage of arm's length financing. Foundation has played an instrumental role in assisting Petrolympia in coordinating and negotiating its engagement of CTI and Research as Agents under the Offering. As mentioned in the aforementioned March 21, 2007 news release, Petrolympia has agreed to provide Foundation with a success fee of $50,000 and a number of Common Shares that will result in Foundation holding five percent (5%) of the issued and outstanding Common Shares of Pisces upon completion of the Offering and the Qualifying Transaction. The Exchange will be reviewing the foregoing arrangement and payment of such compensation will be subject to final approval of the Exchange.
The proceeds of the Offering will be used to continue the exploration program on Petrolympia's assets following completion of the Qualifying Transaction and for general working capital purposes.
Petrolympia Inc.
Petrolympia is a private junior oil and gas exploration company incorporated under the Companies Act (Quebec) on December 13, 2005, holding 113,906 hectares of exploration permits in the Appalachian Basin of Quebec that include holdings in the Gaspé Peninsula and The St. Lawrence Lowlands. The Gaspé block of exploration permits total 40,885 hectares and is located between Rimouski and Matane in the Province of Quebec immediately southwest of Lake Matapédia. 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. The company commenced a new phase of exploration in the fall of 2006 including seismic testing and prior data reprocessing to identify high-value drilling targets.
Pisces Capital Corp.
Pisces, a capital pool company, has entered into an arm's length binding letter agreement dated December 18, 2006 with Petrolympia, as amended by an agreement dated March 15, 2007, pursuant to which it has agreed to acquire, directly or indirectly, all of the issued and outstanding common shares of Petrolympia. The acquisition of Petrolympia will be Pisces' Qualifying Transaction pursuant to the policies of the Exchange. Details of the proposed Qualifying Transaction are available in Pisces' press release dated March 21, 2007 on SEDAR at www.sedar.com.
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 experienced and capable professionals focused on serving Canadian growth companies and has been delivering results since 1921.
Other Information
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, the satisfaction of the minimum listing requirements of the Exchange and Exchange approval of the Qualifying Transaction. There can be no assurance that the Qualifying Transaction will be completed as proposed, or at all. The Qualifying Transaction will be an arms' length transaction.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release.
16 May 2007
PISCES AND PETROLYMPIA ANNOUNCE THE ACQUISITION BY PETROLYMPIA OF A NEW OIL AND NATURAL GAS EXPLORATION PERMIT
May 16, 2007: Toronto, Ontario – PISCES CAPITAL CORP. (TSXV: PCP.P) ("Pisces"), a capital pool company, and PETROLYMPIA INC. ("Petrolympia"), a private Quebec based junior oil and gas exploration company, are pleased to announce the acquisition of a new oil and natural gas exploration permit by Petrolympia. Permit No.2007PG925 (the "Permit") was issued April 10, 2007, and covers 16,399 hectares in the Basses-Terres region of The St. Lawrence Lowlands (the "Lowlands") of Quebec. Petrolympia holds a 100% interest in the Permit.
The land covered by the new Permit is adjoining with Petrolympia's other permits in the area, bringing the Petrolympia's total land holding for oil and natural gas exploration in the Lowlands to 73,021 Hectares. Petrolympia plans to carry out seismic testing to further define anomalies and drilling targets and to drill three exploratory wells in its Lowlands properties.
Petrolympia Inc.
Petrolympia is a private junior oil and gas exploration company incorporated under the Companies Act (Quebec) on December 13, 2005, holding 113,906 hectares of exploration permits in the Appalachian Basin of Quebec that include holdings in the Gaspé Peninsula and The St. Lawrence Lowlands. The Gaspé block of exploration permits total 40,885 hectares and are located between Rimouski and Matane in the Province of Quebec immediately southwest of Lake Matapédia. 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. The company commenced a new phase of exploration in the fall of 2006 including seismic testing and prior data reprocessing to identify high-value drilling targets.
Pisces Capital Corp.
Pisces, a capital pool company, has entered into an arm's length binding letter agreement dated December 18, 2006 with Petrolympia, as amended by an agreement dated March 15, 2007, pursuant to which it has agreed to acquire, directly or indirectly, all of the issued and outstanding common shares of Petrolympia. The acquisition of Petrolympia will be Pisces' qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"). Details of the proposed Qualifying Transaction are available in Pisces' press release dated March 21, 2007 on SEDAR at www.sedar.com.
A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.
Other Information
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, the satisfaction of the minimum listing requirements of the Exchange and Exchange approval of the Qualifying Transaction. There can be no assurance that the Qualifying Transaction will be completed as proposed, or at all. The Qualifying Transaction will be an arms' length transaction.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release.
21 March 2007
PISCES CAPITAL ANNOUNCES DETAILS OF QUALIFYING TRANSACTION WITH PETROLYMPIA INC.
March 21, 2007: Toronto, Ontario – Further to its preliminary news release of December 20, 2006, PISCES CAPITAL CORP. (TSXV: PCP.P) ("Pisces"), a capital pool company, is pleased to announce that it has entered into an arm's length binding letter agreement (the "Agreement") dated December 18, 2006 with Petrolympia Inc. ("Petrolympia"), as amended by an agreement dated March 20, 2007, pursuant to which it has agreed to acquire, directly or indirectly, all of the issued and outstanding common shares of Petrolympia (the "Petrolympia Shares"). The acquisition of Petrolympia will be Pisces' qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange").
Pursuant to the Agreement, Pisces has agreed to form a new corporation ("Newco") for the purpose of amalgamating with Petrolympia. Newco will be a wholly-owned subsidiary of Pisces and will be created under the Companies Act (Quebec). As consideration for the amalgamation of Petrolympia and Newco, holders of Petrolympia Shares will be entitled to receive one (1) common share in the capital of Pisces (each, a "Pisces Share") for each 0.45 Petrolympia Share. The foregoing Pisces Shares will be issued at an ascribed price of $0.18 per Pisces Share. Petrolympia presently has approximately 18 security holders holding an aggregate of 20,376,000 Petrolympia Shares. The principal stakeholders of Petrolympia are: Mendel Ekstein (of Monroe, New York), who holds approximately a 24.5% interest in the issued and outstanding Petrolympia Shares; Brocha Ekstein (of Monroe, New York), who holds approximately a 24.5% interest in the issued and outstanding Petrolympia Shares; and Andreas Jacob (of Boisbriand, Quebec), who holds approximately a 20.7% interest in the issued and outstanding Petrolympia Shares.
Petrolympia has engaged Foundation Markets Inc. ("Foundation"), a limited market dealer, as a financial advisor to assist it in preparing it for a public listing, sourcing a capital pool company, completing a preliminary financing stage (which has been completed) and coordinating the Private Placement (as defined below). Foundation will assist Petrolympia in arranging a brokerage firm to act as the agent under the Private Placement on terms to be negotiated among such parties. As compensation for such services, Petrolympia has agreed to provide Foundation with a success fee of $50,000 and a number of Pisces Shares that will result in Foundation holding five percent (5%) of the issued and outstanding Pisces Shares upon completion of the Qualifying Transaction. The Exchange will be reviewing the foregoing arrangement and payment of such compensation will be subject to final approval of the Exchange.
It is expected that, prior to closing of the Qualifying Transaction, Petrolympia will complete a brokered private placement financing of Petrolympia securities at a price not less than $0.40 per security for gross proceeds of up to $5,000,000 (the "Private Placement"). Upon closing of the Qualifying Transaction, subscribers under the Private Placement will be entitled to receive one (1) Pisces Share for each 0.45 Petrolympia Share issued pursuant to the Private Placement. Assuming that the Private Placement is fully subscribed (and completed at a price of $0.40 per share), an aggregate of 12,500,000 Petrolympia Shares will be issued, which will result in a total of 32,876,000 Petrolympia Shares being issued and outstanding immediately prior to completion of the proposed Qualifying Transaction. As there are currently a total of 5,883,000 Pisces Shares issued and outstanding, the aggregate number of issued and outstanding Pisces Shares upon completion of the proposed Qualifying Transaction is expected to be as much as 83,095,554 (it should be noted that this number will decrease to the extent that the offering price of the Private Placement exceeds $0.40 and that issuance of Pisces Shares to Foundation pursuant to the above mentioned agreement with Petrolympia is subject to Exchange approval). In addition, a total of 976,600 Pisces Shares will continue to be subject to existing stock options (588,300 of which have been granted pursuant to Pisces' existing stock option plan and 388,300 of which have been issued to the Company's agents in connection with its initial public offering). Petrolympia has also issued 29,440 broker warrants (the "Petrolympia Broker Warrants") to agents in connection with financings previously completed. Each Petrolympia Broker Warrant is exercisable at a price of $0.40 into one unit of Petrolympia being comprised of one Petrolympia Share and onehalf of one warrant, with a full warrant being exercisable into one Petrolympia Share at a price of $0.75. Petrolympia may also issue broker warrants in connection with the Private Placement. Upon completion of the Qualifying Transaction, all securities convertible into Petrolympia Shares will become securities convertible into Pisces Shares and such convertible securities will be adjusted to reflect the conversion ratio described above.
Completion of the Qualifying Transaction will be subject to the satisfaction of a number of conditions, including, but not limited to: receipt of gross proceeds of not less than $3 million pursuant to the Private Placement; completion or waiver of sponsorship; receipt of all necessary consents, approvals, etc.; completion of all due diligence reviews; execution of a formal amalgamation agreement; satisfaction of the Minimum Listing Requirements of the Exchange and all requirements under Exchange rules relating to completion of a "Qualifying Transaction"; and provision of all compensation to Foundation as described above.
In connection with the execution of the Agreement, Pisces has provided a non-refundable deposit in the amount of $25,000 to Petrolympia. The proposed Qualifying Transaction is not a "nonarm's length qualifying transaction" within the meaning of Policy 2.4 of the Exchange and, as such, shareholder approval is not required, unless otherwise required by the Exchange. Pisces also intends to apply for a waiver from the requirement to retain a Sponsor in connection with the Qualifying Transaction.
A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.
Petrolympia Inc.
Petrolympia is a private company that was incorporated under the Companies Act (Quebec) on December 13, 2005. Petrolympia holds more than 97,500 hectares (240,000 acres) of exploration permits in the Appalachian Basin of Quebec that include holdings in the Gaspe Peninsula and The St. Lawrence Lowlands. The Gaspé block of exploration permits total 40,885 hectares and are located between Rimouski and Matane in the Province of Quebec immediately southwest of Lake Matapédia. 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.
Petrolympia 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 Private Placement will be used for the Phase II exploration of the Gaspé and Phase I exploration of the St. Lawrence Lowlands.
Proposed Management
As part of the completion of the Qualifying Transaction, Petrolympia's current management will assume responsibility for Pisces and Pisces' board of directors will be comprised of nominees of Petrolympia. The following are brief descriptions of Petrolympia's management team and its proposed nominees that will, collectively, assume management responsibility for Pisces upon completion of the Qualifying Transaction:
Mendel Ekstein – President, Chief Executive Officer and Director
Mr. Ekstein possesses extensive management experience across a wide variety of industries. He has managed large-scale textile manufacturing plants in both South America and the United States. Since 1984, Mr. Ekstein has focused on the insurance and investment industries, developing extensive relationships with national and international insurers and investment houses and building a portfolio of over 3,500 investors. Since 1994, Mr. Ekstein has developed a diversified real estate investment portfolio and since 2002 has been involved in oil and gas exploration in Quebec.
Randy Koroll – Chief Financial Officer
Mr. Koroll has 18 years of experience in the accounting industry, mainly focusing on the small-medium sized business segments. Mr. Koroll is currently the Chief Financial Officer of Lakota Resources Inc., a mineral exploration company listed on the Exchange, and Chief Financial Officer of Scorpio Capital Corp. ("Scorpio"), a mortgage brokerage business listed on the Exchange. Prior to joining Scorpio, he worked in public practice as a Senior Manager-Small Business. Prior thereto, he held a similar position with Farnham & Co., a medium sized firm in Mississauga, Ontario. Mr. Koroll also served as Chief Financial Officer of a computer infrastructure company, Infreon Inc., that marketed its services world-wide. Mr. Koroll holds a Bachelor of Arts degree with a double major in Economics and History from the University of Toronto.
Alain Fleury – Chief Operating Officer
Mr. Fleury has over thirty-five years of experience in the oil and gas sector. As a field engineer for Schlumberger Overseas he was responsible for well log recording and interpretation in various locations across the Middle-East, Africa, India and South-East Asia. As a reservoir engineer for Soquip, first in Calgary and later in Quebec City, Mr. Fleury conducted flow testing of gas wells, reserve evaluations and estimates, and economic feasibility studies for several development projects. Mr. Fleury has extensive experience as an independent consultant to junior oil and gas companies and has taught several courses in physics and geology in Quebec.
Andreas Jacob – Vice-President
After arriving in Canada in 1992, Mr. Jacob spent several years consulting on various business enterprises with the Neuman family, the owners of Genu-Neuman, which is a large family private label textile manufacturing, import/export business dealing with Canada's largest retailers. In 1999, Mr. Jacob assisted in the North American expansion of the Neuman family's business, Jacob Jewelers, a Belgium-based jewelry business. In 2003 and 2004, Mr. Jacob consulted with members of the Neuman family on the turnaround of Denalt Paints. Since 2004 Andreas has focused his energies on the Petrolympia opportunity.
Enrique Lopez de Mesa – Director
Mr. Lopez de Mesa is a senior financial professional with robust capital market experience. Most recently he has acted as Vice-President for the leading mid-market financial services organization in Hong Kong, and helped develop an international strategy for the group and played a leadership role in its North American investment banking operations. Prior to this, he served as Director, Corporate Finance for PriceWaterhouseCoopers Securities in Toronto during which time he advised on a few dozen projects and lead a range of corporate finance activities including debt and equity issues, M&A, and valuations. Mr. Lopez de Mesa was also a senior corporate finance professional with a natural resource boutique investment bank where he completed over 35 transactions with a value of over $1.5 billion. Mr. Lopez de Mesa began his career with Barclays de Zoete Wedd, where he spent seven years in the investment banking arm of Barclays PLC.
Other Information
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, the satisfaction of the minimum listing requirements of the Exchange and Exchange approval of the Qualifying Transaction. There can be no assurance that the Qualifying Transaction will be completed as proposed, or at all. The Qualifying Transaction will be an arms' length transaction.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release.