Prime City One Capital Corp. Completes Licensing Agreement and Closes Financing
March 10 2011 - 11:36AM
Marketwired
Prime City One Capital Corp. (TSX VENTURE: PMO.H) (the
"Corporation" or "Prime City") is pleased to announce that it has
entered into its Technology License Agreement (the "License
Agreement") with Ecotecnos Ltd. and its related company Geosensing
(collectively, "EcoTecnos"). The execution of the License Agreement
is part of the proposed change of business transaction for Prime
City (the "Transaction"). The now executed License Agreement will,
upon closing of the Transaction, provide Prime City with 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's issued and outstanding common
shares. The Licenses enable Prime City to have the indefinite use
of the Technologies for all of the Middle East and North Africa
("MENA") region. For countries outside of the MENA region 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. The
License Agreement also provides for a continuing royalty payable to
Ecotecnos in the amount of five percent (5%) of the gross value of
all contracts entered into by the Corporation for the use of the
Technologies.
As previously announced and 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 be
able to offer will be used to generate 2D images of underground
water, oil spill areas, oil lakes or sludge pits, as well as
properly estimate the volume, dimensions and underground
penetration of the hydrocarbon contamination up to a depth 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 1,000 projects using satellite
detection technology to geo-reference hydrocarbon pits, oil spills,
and to identify underground water resources.
EcoTecnos' 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.
As previously announced and in conjunction with the proposed
change of business for Prime City, the Corporation will (subject to
receipt of necessary approvals) change its name upon closing of the
Transaction to BioSat Corporation.
In addition, Prime City is pleased to announce the closing of
its previously announced private placement financing for aggregate
gross proceeds of $350,000 of units (each a "Unit") at a price of
$0.05 per Unit. Each Unit consists of one common share in the
capital 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. The proceeds
from this offering will be used to fund costs associated with the
ongoing operation of the Corporation, including general working
capital and future restructuring costs. The Common Shares and
Warrants issued in connection with the private placement are
subject to statutory four-month hold periods in accordance with
applicable securities laws.
Reader Advisory
This press release should not be considered a comprehensive
summary of the terms of the Transaction described above. Additional
information may be required by the NEX and/or the TSX Venture
Exchange and may be disseminated at a future date following a
satisfactory review by the NEX and/or the TSX Venture Exchange.
Trading of the common shares of Prime City will remain halted
pending receipt and review by the NEX and/or the TSX Venture
Exchange of acceptable documentation regarding the Corporation
following completion of the Transaction. The proposed Transaction
has not been approved by the TSX Venture Exchange and remains
subject to TSX Venture Exchange approval.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSX Venture Exchange
acceptance. The Transaction cannot close until the required
approvals are obtained. There can be no assurance that the
Transaction will be completed as proposed or at all.
Except for statements of historical fact, this news release
contains certain "forward-looking information" within the meaning
of applicable securities law. Forward-looking information is
frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. In particular, forward-looking information
in this press release includes, but is not limited to, statements
with respect to timing and completion of the Transaction,
satisfaction of the conditions precedent to the completion of the
Transaction and the anticipated business of the Corporation
following the completion of the Transaction. Although we believe
that the expectations reflected in the forward-looking information
are reasonable, there can be no assurance that such expectations
will prove to be correct. We cannot guarantee future results,
performance or achievements. Consequently, there is no
representation that the actual results achieved will be the same,
in whole or in part, as those set out in the forward-looking
information.
Forward-looking information is based on the opinions and
estimates of management at the date the statements are made, and
are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those anticipated in the forward--looking
information. Some of the risks and other factors could cause
results to differ materially from those expressed in the
forward-looking statements include, but are not limited to: general
economic conditions in Canada, the United States and globally;
industry conditions, including fluctuations in commodity prices;
governmental regulation of the resources industry, including
environmental regulation; geological, technical and engineering
problems; unanticipated operating events; competition for and/or
inability to retain services and inputs; the availability of
capital on acceptable terms; the need to obtain required approvals
from regulatory authorities; stock market volatility; volatility in
market prices for commodities; liabilities inherent in resource
operations; changes in tax laws and incentive programs relating to
the resources industry; and the other factors described in our
public filings available at www.sedar.com. Readers are cautioned
that this list of risk factors should not be construed as
exhaustive.
The forward-looking information contained in this news release
is expressly qualified by this cautionary statement. We undertake
no duty to update any of the forward-looking information to conform
such information to actual results or to changes in our
expectations except as otherwise required by applicable securities
legislation. Readers are cautioned not to place undue reliance on
forward-looking information.
Neither the NEX nor the TSX Venture Exchange has in any way
passed upon the merits of the proposed Transaction and neither have
approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange (nor the NEX) nor their Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Prime City One Capital Corp. Lindsay Cross Investor
Relations Manager (416) 368-3050 lcross@corre.com
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