Prime City One Capital Corp. Announces Proposed New Business, New President/CEO, $350,000 Financing and Option Approval
09 July 2010 - 2:06AM
Marketwired
Prime City One Capital Corp. (the "Corporation" or "Prime City")
(TSX VENTURE: PMO)(NEX BOARD: PMO.H), is pleased to announce that
it has entered into Memorandum of Agreement ("MoA") with Ecotecnos
Ltd. and its related company Geosensing (collectively, "EcoTecnos")
with respect to a proposed change of business transaction for Prime
City. Prime City will acquire the use of EcoTecnos' satellite
detection and bioremediation technologies (the "Technologies") by
way of exclusive licenses (the "Licenses") in exchange for 19.99%
of Prime City common shares. The Licenses will enable Prime City to
have the indefinite use of the Technologies for all of the Middle
East and North Africa ("MENA") regions. For countries outside of
the MENA regions and excluding South America, the Licenses permit
Prime City the right of first refusal for the commercial use of the
Technologies on similar terms subject to Prime City generating
sales in those countries within three years of the transaction
closing.
Subject to shareholder and NEX approval, the Licenses will
enable Prime City to effectively change its business through the
execution of a new business plan that will enable Prime City to
utilize the fully- commercialized and patented Technologies to
offer services that solve varying environmental problems. The
satellite detection service that Prime City will offer will be used
to generate 2D images of any oil spill area, oil lake or sludge pit
as well as properly estimate the volume, dimensions and underground
penetration of the hydrocarbon contamination up to a depth up of
150 meters. This satellite detection service will enable national
oil companies, federal agencies and oil-remediation service
providers, among others, to have an accurate visual definition,
assessment and measurement of each individual oil lake, sludge pit
or specific oil leak in order to allow an in-depth analysis of
clean-up project costs and to better understand the scope of the
environmental damage. EcoTecnos has completed over 1000 projects
using satellite detection technology to geo-reference hydrocarbon
pits and other oil spills.
EcoTecnos's bioremediation technology will enable Prime City to
provide an economical and safe method for the cleanup of oil spills
and contaminated soils by decomposing contaminants utilizing
beneficial microbes, surfactants and micronutrients. EcoTecnos are
pioneers in bioremediation and have patented a specific strain of
bacteria that is capable of remediating oil-contaminated soil in
harsh environmental conditions. The EcoTecnos patented
bioremediation product is fully commercialized and has been used
successfully in South America in various remediation projects.
EcoTecnos has been providing services utilizing these
Technologies exclusively in South America over ten years to a range
of South American clients, including ENAP (the Chilean National Oil
Company) and the Latin American operations of Shell, ESSO and BHP
Billiton.
In conjunction with the proposed change of business for Prime
City, the Corporation will change its name to BioSat Corporation
and is very pleased to announce that Raymond J. Stapell has been
appointed the President and Chief Executive Officer of Prime City,
as well as a director of the Corporation. Mr. Stapell will replace
Mr. Alex Gress who will no longer be an officer of Prime City.
However, Mr. Gress will continue to act as director of the
Company.
In addition, Prime City announces a proposed private placement
financing for aggregate gross proceeds of up to $350,000 of units
(each a "Unit") at a price of $0.05 per Unit. Each unit will
consist of one common share of Prime City (a "Common Share") and
one-half of one common share purchase warrant (a "Warrant"). Each
whole Warrant will entitle the holder to acquire one additional
Common Share at a price of $0.10 for a period of 1 year from
closing. Closing is expected to occur in multiple tranches, as
subscription proceeds and supporting documentation are received.
The proceeds from this offering will be used to fund future
restructuring costs and for general working capital purposes. Hold
periods will apply to the securities issued under this offering in
accordance with applicable securities laws. This offering is
subject to the approval of the NEX.
Prime City also announces the approval to grant an aggregate of
5,690,000 options to acquire common shares in the capital of Prime
City at a price of $0.10 to certain officers, directors,
consultants and employees of Prime City. Such options have an
exercise price of $0.10 per share and vest immediately. The options
expire on the earlier of their fifth anniversary date or within 90
days of the time that the optionees cease to serve as officers,
directors, consultants or employees (as applicable) of the
Corporation.
Mr. Raymond J. (RJ) Stapell has extensive experience in business
consulting and legal issues pertaining to the formation,
capitalization, growth, profitability and risk management of
various business entities. These areas, as well as corporate
governance, regulatory compliance, and operating responsibility for
Financial Services, Human Resources, Information Technology and
Risk Management are his major areas of responsibility in his
current role as Chairman and General Counsel for NOCO Energy
Corp.
As the Managing Partner of the Buffalo Office of the Harris
Beach PLLC law firm, he is responsible for the development,
motivation, and financial success of a diverse staff of twenty
partners, associate attorneys and fifty administrative assistants
to support a variety of legal practices, emphasizing team work,
cross-training, both individual and team accountability, mutual
respect, integrity and most importantly, a positive mental
attitude. Built the firm's Buffalo practice from two attorneys to
its present size through mergers and acquisitions of selected
practice areas through strategic long term planning.
In the past, Mr. Stapell has developed and managed a specialized
administrative staff together with a cadre of local independent
counsel to assist in the successful deployment of Sprint Wireless
cell towers throughout western New York, Maryland, Virginia, and
Washington, D.C. under the Telecommunications Act of 1996. Built an
environment of collaboration to overcome local zoning obstacles and
maintain the schedule of deployment in a cost-effective manner.
Successfully argued 19 separate litigations, including the first
nationally reported case under the Telecommunications Act of
1996.
He also has acted as lead negotiator and attorney for the state
of New York in the lease renewal for the Buffalo Bills National
Football League Team, steering the contract and negotiation process
to reflect the economic terms of inducement and the political
requirements from the Governor, as well as the local interests of
the community. Developed consensus among diverse personalities and
enabled the retention of a unique nationally known asset for the
western New York region.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of the release.
Contacts: Prime City One Capital Corp. Lindsay Cross Investor
Relations Manager (416) 368-3050 lcross@corre.com
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