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 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.