This stock has not been long on the alberta exchange .It has an
interesting story on a patened mini refining procedure.I believe
that it is now on it's initial run to 3-5.00 and will show an
interesting month. Please do you DD but I see very little down side.
Process Capital Corp.
POR ASE
April 10, 1997
Listing on ASE and Proposed Major Transaction
PROCESS CAPITAL CORP. ("POR-Y")
- Listing on ASE and Proposed Major Transaction
R. Brian Murray, President, Process Capital Corp. ("Process" or the "Corporation") , a Junior Capital Pool
company, announces that the Corporation has closed its initial public offering of 1,000,000 shares at $0.20
each. Yorkton Securities Inc. of Calgary, Alberta acted as Agent. The Corporation now has 2,100,000
issued shares, with a further 100,000 shares reserved for issuance on exercise of the Agent's Option at
$0.20 each for 18 months from the date of listing of the Corporation's shares on the Alberta Stock
Exchange, and 170,000 shares reserved for issuance on exercise of the directors' and officers' options at
$0.20 each up to September 10, 2001.
The directors and officers are R. Brian Murray, President and director, Calvin D. Bruner, director, Michael J
Preston, director, A. Timothy Peterson, director, Peter Martini, director, Dolores Quance, Assistant
Secretary, George Swift, Treasurer, all of Toronto, Ontario and Gregory R. Harris, Corporate Secretary, of
Calgary, Alberta. A total of 1,140,000 shares are held in escrow and will be released as to one third on each
of the first, second and third anniversaries of the completion of a Major Transaction.
The Corporation has identified an arms length Major Transaction and has entered into a Letter of Intent on
April 1, 1997, being the acquisition of Advanced Process Fuels Inc. ("APF") , a private Ontario company
engaged in the business of building and operating waste oil microrefining systems. APF has been carrying on
business since September, 1994. It presently owns a 65% shareholding in 941037 Ontario Ltd. (operating
as Enviro Fuel) which has a waste oil processing facility in Kingston, Ontario. APF also has a 25% interest in
RRR Environmental Services Ltd. which operates a similar waste oil processing facility in Regina,
Saskatchewan. It is installing new technology in the Kingston facility which should increase the overall output
by 10 million litres per year. APF is completing a financing of up to 3,000,000 units at $0.50 each (each unit
is comprised of one share and one half warrant where on warrant and $1.00 purchases one APF share
within one year of closing (the "APF Private Placement") for a total of $1,500,000 which is scheduled to
close before the Major Transaction.
It is proposed that Process issue up to 8,500,000 shares on a share for share basis for all the then issued
shares of APF plus warrants to purchase 2,500,000 shares of Process at $0.50 each until March 31, 1998.
Up to 3,000,000 further Process shares and warrants to purchase 1,500,000 Process shares at $1.00 each
for 12 months may be issued on a share for share basis dependant on the final amount of the APF Private
Placement. On completion of the Major Transaction, Process will issue directors and officers and consultants
options to purchase 10% of the then issued number of shares, or up to a total of 1,385,000 (including the
170,000 shares already issued to directors and officers) shares at a price to be determined by the ASE in
accordance with the market price of the Process Shares. Proceeds from the APF Private Placement will be
used to help finance additional APF plants in 1997 and in marketing the process worldwide.
The Information Circular in relation to the proposed Major Transaction will be submitted to the Alberta
Stock Exchange for their review, afterwhich a date will be set for a meeting of the shareholders of the
Corporation to approve the Major Transaction.
The common shares of Process will commence trading on the ASE on April 11, 1997.
TEL: (416) 864-0237 R. Brian Murray, President of the Corporation FAX: (416) 864-0537
TEL: (416) 622-6600 Michael Preston, Director FAX: (416) 622-6628
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