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 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.
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.