Petrolympic Ltd., 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., 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 favor 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.
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