TORONTO, Aug. 25, 2014 /CNW/ - Process Capital Corporation
(the "Company") announces that it has changed its auditors from
MSCM LLP, Chartered Accountants (the "Former Auditors"), which has
since merged with MNP LLP, to MNP LLP, Chartered Accountants (the
"Successor Auditors") effective at the Special Meeting of
Shareholders on August 14, 2014 until
the close of the next annual general meeting of the Company. There
were no reservations in the Former Auditors' reports for the two
most recently completed fiscal years or for any period subsequent
to the most recently completed period for which an audit report was
issued and preceding the date of the Former Auditors' resignation.
There are no reportable events between the Company and the Former
Auditors. The Notice of Change of Auditors, together with the
letter from MMP LLP as the Former Auditors and the Successor
Auditors, has been reviewed by the Company's Board of Directors,
which have been posted on SEDAR (www.sedar.com).
In accordance with section 11.3 of N.I. 51-102 Continuous
Disclosure Obligations, the matters and the outcome of the votes at
the Special Meeting of Shareholders of the Corporation held on
August 14, 2014 were as follows:
|
Description of
Matters Voted Upon
|
Outcome of
Vote
|
|
1
|
Resolution to elect
the following nominees as directors of the Corporation to hold
office until the next annual meeting of the Shareholders of the
Corporation or until their successors are elected or
appointed:
1) Kevin
Philpott
2) Robert Brian
Murray
3) Magaly
Bianchini
4) Thomas
Christoff
5) John
Czumak
6) Timothy Murphy
7) Peter
Meyer
|
On a show of hands,
the Chairman of the Meeting declared the resolution was
carried.
Votes for on an
individual basis: 100% for each proposed director
Votes withheld on an
individual basis: 0%
|
|
2
|
Resolution to appoint
MNP LLP as the auditors of the Corporation to serve until the close
of the next annual meeting of the shareholders of the Corporation,
and to authorize the board of directors to fix the auditors'
remuneration.
|
On a show of hands,
the Chairman of the Meeting declared the resolution was
carried.
Votes for:
98.62%
Votes withheld:
1.38%
|
|
3
|
Resolution to ratify
and confirm all previous acts, contracts, by-laws, proceedings,
appointments and payments made and all other actions taken to date
by the directors and officers of the Corporation, except any
actionable misrepresentations made regarding the Corporation or its
subsidiaries.
|
On a show of hands,
the Chairman of the Meeting declared the resolution was
carried.
Votes for:
100.00%
Votes withheld:
0%
|
|
4
|
Resolution permitting
the Corporation to hold the Meeting outside of Alberta.
|
On a show of hands,
the Chairman of the Meeting declared the resolution was
carried.
Votes for:
100.00%
Votes withheld:
0%
|
The Notice of the Meeting, the Information Circular, the Notice
of Voting Results (as well as a copy of the Scrutineer's Report of
Steven Nguyen of TMX Equity Transfer
Services dated August 14, 2014) have
been posted on SEDAR (www.sedar.com).
Following the meeting, the Board of Directors elected the
following individuals as officers of the Corporation:
|
President and Chief
Executive Officer:
|
Thomas
Christoff
|
|
Chief Financial
Officer:
|
John
Czumak
|
|
Secretary:
|
Magaly
Bianchini
|
Given the current status of the Corporation, the Board did not
fix the remuneration of the Board or the Officers at this meeting,
who are currently working without consideration in an effort to
revive the business of the Corporation for the benefit of all
shareholders. Once the Board fixes the remuneration and other
terms and conditions officers' employment and the directors'
appointment, disclosure will be made.
Regarding Process Capital Corporation:
Process Capital Corporation ("POR") is an environmental
technology investment company that was listed on the TSX Venture
Exchange. POR operated through its operating subsidiaries
Advanced Process Fuels Inc. and 941037 Ontario Limited, and was in
the business of selling, designing and building waste oil
micro-refineries, which convert waste crankcase oil to diesel fuel,
industrial burner fuel, process gas, naphtha, and coke.
Currently these subsidiaries are inactive. The Corporation's common
shares are not listed on any recognized stock exchange. The
Corporation faced severe financial difficulties in 2010 as its
ability to fund its operations ceased. The Corporation does
not currently carry on any active business. On May
9, 2012, the British Columbia Securities issued a cease
trade order as a result of the failure to file certain required
financial statements, followed soon after by cease trade orders
from the securities commissions
of Alberta and Ontario. Trading in the
Corporation's shares on TSX-V was suspended at the same time.
POR has relied primarily on the support of its shareholders,
lenders and on the issuance of share capital to continue its
operations. EnviroMatrix Technologies Inc. ("ETI") is the
beneficial owner of approximately 51.4% of the issued and
outstanding shares of POR. ETI called the August 14, 2014 Meeting of Shareholders to
restructure the Board and to appoint senior management of POR, with
a view to capitalizing on POR's technology and to appoint MNP LLP
as auditors of POR. The Meeting proceeded on August 14, 2014, and the results are set out
above. The current Board and Management cannot provide any
assurances to shareholders that their attempt to revive the
business of POR and its subsidiaries will be successful.
ON BEHALF OF THE BOARD OF DIRECTORS OF PROCESS CAPITAL
CORPORAITON
THOMAS CHRISTOFF
President, CEO and Director
landev44@gmail.com
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as the term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy of accuracy of
this news release.
SOURCE Process Capital Corp.
