/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
MONTREAL, March 13 /CNW Telbec/ - Prestige Telecom Inc. ("Prestige" or
the "Company") (TSX Venture: PR) announces that it has entered into an
engagement letter with Blackmont Capital Inc. ("Blackmont") pursuant to which
it has engaged Blackmont, and a syndicate of agents formed by Blackmont,
including Loewen Ondaatje McCutcheon Limited and Versant Partners Inc. (the
"Agents"), as agent in connection with the proposed private placement of up to
9,166,700 special warrants of Prestige (the "Special Warrants") at a price of
$0.60 per Special Warrant to raise aggregate gross proceeds of approximately
$5.5 million (the "Offering"). Each Special Warrant will entitle the holder
thereof, upon exercise or deemed exercise, to acquire one common share of
Prestige (a "Common Share") and one-half of one common share purchase warrant
of Prestige (each whole common share purchase warrant, a "Warrant"). Each
Warrant will entitle the holder to acquire one Common Share at a price of
$0.70 per share until thirty-six (36) months from the closing date of the
Prestige intends to use the net proceeds from the Offering to repay debt
and the balance will be used for working capital needs and general corporate
purposes, including potential future acquisitions.
The Offering is being undertaken on a fully marketed commercially
reasonable efforts basis by the Agents, and completion is subject to Prestige
and the Agents entering into a formal agency agreement. The Agents will be
paid a cash commission of 7% of the gross proceeds of the Offering upon
closing of the Offering and will be granted agent's compensation options (the
"Compensation Options") to purchase that number of units (the "Agents Units")
as is equal to 7% of the number of Special Warrants sold, at a price of
$0.60 per unit for a period of 24 months from the closing date of the
Offering. Each Agents Unit will consist of one Common Share and one-half of
Prestige will use its commercially reasonable efforts to file a
prospectus qualifying the distribution of the Common Shares and Warrants
issuable upon exercise or deemed exercise of the Special Warrants and to have
a decision document issued for a final prospectus issued by the securities
commissions in Canada within 90 days after the closing of the Offering. In the
event that a decision document is not received for a prospectus qualifying the
distribution of the Common Shares and Warrants issuable upon exercise or
deemed exercise of the Special Warrants within 90 days of closing, each
Special Warrant will be convertible into 1.1 Common Shares (in lieu of
1 Common Share) and 0.55 Warrants (in lieu of 0.5 Warrant).
Closing of the Offering is scheduled to occur on or about March 28, 2008
and is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of TSX Venture
Exchange Inc. and any other applicable securities regulatory authorities.
The Special Warrants to be sold under this Offering will be offered on a
private placement basis to Canadian residents who are accredited investors
under applicable securities laws, and in the United States on a private
placement basis pursuant to exemptions from the registration requirements of
the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"). The Special Warrants, as well as the Common Shares and Warrants
issuable upon exercise of the Special Warrants, will be subject to a
four-month hold period under applicable Canadian securities laws, unless
qualified previously by the filing of a prospectus.
The Special Warrants will be issued pursuant to a special warrant
indenture between the Company and its transfer agent.
ABOUT PRESTIGE TELECOM INC.
Prestige Telecom is a leading provider of network engineering, materials
furnishing, installation and support services (commonly referred to as EF&I
services) required to construct, operate and maintain wireline, wireless and
cable television networks. Prestige assists telecommunications original
equipment manufacturers ("OEM") and service providers to engineer, install and
upgrade their infrastructures to support enhanced voice, high speed data and
In Canada, Prestige operates from three full service locations based in
Montreal, Quebec; Toronto, Ontario and Calgary, Alberta and has
350 professional and technical personnel. Prestige operates in the United
States market through a mutual subcontractor agreement with Comforce Telecom
Inc. under the trade name Prestige Comforce Professional Services ("PCPS").
PCPS is based in Plano, Texas and provides services to customers throughout
the United States.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements with
respect to the Company. Such forward-looking statements are dependent upon a
certain number of factors and are subject to risks and uncertainties. Actual
results may differ from those expected. The information contained in this
press release is dated March 13, 2008, the date on which the Directors
approved the press release. Management does not assume any obligation to
update or revise any forward-looking statements, whether as a result of new
information or future events, except when required by the regulatory
The TSX Venture Exchange Inc. does not accept responsibility for the
adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the U.S.
Securities Act or any state securities laws and may not be offered or
sold within the United States or to U.S. persons unless registered under
the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
For further information:
For further information: Prestige Telecom Inc.: Pierre Yves Méthot,
Chairman and Chief Executive Officer, (514) 457-4488, Ext. 277,
firstname.lastname@example.org; MaisonBrison: Martin Goulet, CFA, (514) 731-0000,