VANCOUVER, Feb. 1 /CNW/ - Precision Assessment Technology Corporation
("PATC" or the "Company") announced today that it is has received conditional
approval from the Toronto Stock Exchange (the "TSX") to proceed with the
various transactions described in its press release dated January 4, 2008 (the
"Prior Release"). The approval for closing the transactions is conditional
upon, among other things, receipt of satisfactory documentation by
February 21, 2008 or as such date may be extended with the consent of the TSX.
Bob Nowack, Chairman of PATC, stated, "We are pleased to be moving
forward with these financing transactions. Their implementation will address
the liquidity problems currently being faced by PATC and allow the Company to
move forward with its business plan. The conversion of $4.1 million debt held
by Conor Pacific Canada Inc. ("CPC") to preferred shares together with its
subscription for an additional $4 million of preferred shares will also
significantly strengthen the Company's balance sheet. Each of Bison Capital
Equity Partners II, LP ("Bison") and the Company's bankers have been
supportive and assisted the Company in securing this additional financing."
A description of these various transactions to be implemented and the
effect each such transaction would have on the ownership of the common shares
of PATC on a fully diluted basis is set out in the Prior Release. The Company
currently has approximately 77.4 million issued and outstanding common shares.
The percentage of common shares which may be issued under the various
transactions on an undiluted basis having regard only to the presently issued
and outstanding common shares of PATC is as follow:
- Amendment of Terms of Bison Financing - The additional approximately
18.5 million common shares which may be issued as a result of the
proposed amendment to the Bison financing represents approximately
24% of the currently issued and outstanding PATC common shares. Bison
is considered an insider of the Company and currently has two
representatives on the Company's board of directors.
- Conversion of Existing Bridge Loan - The additional approximately
27.3 million common shares that could be issued to CPC on full
conversion of the PATC Preferred Shares being issued on conversion of
the bridge loan and certain other indebtedness held by CPC represents
approximately 35.3% of the currently issued and outstanding PATC
- Subscription for Additional PATC Preferred Shares - The additional
approximately 26.7 common shares that could be issued to CPC on full
conversion of the $4 million of PATC Preferred Shares to be purchased
by CPC represents approximately 34.4% of the currently issued and
outstanding PATC common shares.
- Issue of Common Shares in Connection with the Lease of the Spectrum
Assets - The approximately 3.3 million common shares that may be
issued on exercise by the Company of its option to purchase the
Spectrum Assets represents approximately 4.3% of the currently issued
and outstanding PATC common shares.
- Non-brokered Private Placement of Common Shares - If the non-brokered
private placement were to be fully subscribed, it would result in the
issue of up to approximately 13.3 million common shares which
represents approximately 17.2% of the currently issued and
outstanding PATC common shares.
The completion of each of the above transactions is subject to the
completion and execution of formal legal documentation. PATC intends to move
forward as expeditiously as possible to complete these matters. Following
completion of these transactions CPC and its affiliates will own securities of
PATC carrying approximately 79 million votes at meetings of shareholders of
PATC (approximately 39.3%) and Bison and its affiliates will own securities of
PATC carrying approximately 53.3 million votes at meetings of shareholders of
PATC (approximately 26.5%). An aggregate of 89.21 million securities of the
Company are issuable pursuant to these transactions, representing 115.2% of
the current issued and outstanding common shares of the Company. Of these
75.88 million securities will be going to insiders and other non-arm's length
parties, representing 98% of the current issued and outstanding common shares
of the Company.
About PATC - PATC provides drilling services for site assessment and
remediation and groundwater assessment, monitoring and mitigation in the
United States. These services are provided using specialized and innovative
drilling and sampling equipment and technologies from offices in California
and Florida. Precision Assessment Technology Corporation operates through its
wholly owned U.S. subsidiaries, Precision Sampling, Inc., Trenchless
Specialties Inc. and BC2 Environmental Corp. Further information can be found
at www.patc-usa.com. PATC's common shares are listed on the Toronto Stock
Exchange under the symbol "PDT".
FORWARD-LOOKING STATEMENTS: Except for statements of historical fact, all
statements in this news release - including, without limitation, statements
regarding future plans and objectives of PATC are forward-looking statements
that involve various risks and uncertainties. Forward-looking statements in
this document are often, but not always, identified by the use of words such
as "anticipate" and "intend" and statements that an event or result "will"
occur or be achieved and other similar expressions. There can be no assurance
that such statements will prove to be accurate; actual results and future
events could differ materially from those anticipated in such statements.
For further information:
For further information: Tony Kirschner, Vice President, Corporate
Development, PATC, Tel: (604) 669-3373 (Ext. 208)