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Process Capital announces voting results of the Special Meeting of Shareholders held on August 14, 2014, including a change of auditor

August 25, 2014

TORONTO, Aug. 25, 2014 /CNW/ - Process Capital Corporation (the "Company") announces that it has changed its auditors from MSCM LLP, Chartered Accountants (the "Former Auditors"), which has since merged with MNP LLP, to MNP LLP, Chartered Accountants (the "Successor Auditors") effective at the Special Meeting of Shareholders on August 14, 2014 until the close of the next annual general meeting of the Company. There were no reservations in the Former Auditors' reports for the two most recently completed fiscal years or for any period subsequent to the most recently completed period for which an audit report was issued and preceding the date of the Former Auditors' resignation. There are no reportable events between the Company and the Former Auditors. The Notice of Change of Auditors, together with the letter from MMP LLP as the Former Auditors and the Successor Auditors, has been reviewed by the Company's Board of Directors, which have been posted on SEDAR (www.sedar.com).

In accordance with section 11.3 of N.I. 51-102 Continuous Disclosure Obligations, the matters and the outcome of the votes at the Special Meeting of Shareholders of the Corporation held on August 14, 2014 were as follows:

Description of Matters Voted Upon

Outcome of Vote

1

Resolution to elect the following nominees as directors of the Corporation to hold office until the next annual meeting of the Shareholders of the Corporation or until their successors are elected or appointed:

1)      Kevin Philpott                   

2)      Robert Brian Murray         

3)      Magaly Bianchini               

4)      Thomas Christoff              

5)      John Czumak                    

6)      Timothy Murphy                

7)       Peter Meyer                         

On a show of hands, the Chairman of the Meeting declared the resolution was carried.

 

Votes for on an individual basis: 100% for each proposed director

 

Votes withheld on an individual basis: 0%

2

Resolution to appoint MNP LLP as the auditors of the Corporation to serve until the close of the next annual meeting of the shareholders of the Corporation, and to authorize the board of directors to fix the auditors' remuneration.

On a show of hands, the Chairman of the Meeting declared the resolution was carried.

 

Votes for: 98.62%

 

Votes withheld: 1.38%

3

Resolution to ratify and confirm all previous acts, contracts, by-laws, proceedings, appointments and payments made and all other actions taken to date by the directors and officers of the Corporation, except any actionable misrepresentations made regarding the Corporation or its subsidiaries.

On a show of hands, the Chairman of the Meeting declared the resolution was carried.

 

Votes for: 100.00%

 

Votes withheld: 0%

4

Resolution permitting the Corporation to hold the Meeting outside of Alberta.

On a show of hands, the Chairman of the Meeting declared the resolution was carried.

 

Votes for: 100.00%

 

Votes withheld: 0%



 

The Notice of the Meeting, the Information Circular, the Notice of Voting Results (as well as a copy of the Scrutineer's Report of Steven Nguyen of TMX Equity Transfer Services dated August 14, 2014) have been posted on SEDAR (www.sedar.com). 

Following the meeting, the Board of Directors elected the following individuals as officers of the Corporation:

President and Chief Executive Officer:

Thomas Christoff

Chief Financial Officer:

John Czumak

Secretary:

Magaly Bianchini



 

Given the current status of the Corporation, the Board did not fix the remuneration of the Board or the Officers at this meeting, who are currently working without consideration in an effort to revive the business of the Corporation for the benefit of all shareholders.  Once the Board fixes the remuneration and other terms and conditions officers' employment and the directors' appointment, disclosure will be made.

Regarding Process Capital Corporation:

Process Capital Corporation ("POR") is an environmental technology investment company that was listed on the TSX Venture Exchange.  POR operated through its operating subsidiaries Advanced Process Fuels Inc. and 941037 Ontario Limited, and was in the business of selling, designing and building waste oil micro-refineries, which convert waste crankcase oil to diesel fuel, industrial burner fuel, process gas, naphtha, and coke.   Currently these subsidiaries are inactive. The Corporation's common shares are not listed on any recognized stock exchange. The Corporation faced severe financial difficulties in 2010 as its ability to fund its operations ceased.  The Corporation does not currently carry on any active business.   On May 9, 2012, the British Columbia Securities issued a cease trade order as a result of the failure to file certain required financial statements, followed soon after by cease trade orders from the securities commissions of Alberta and Ontario.  Trading in the Corporation's shares on TSX-V was suspended at the same time.  POR has relied primarily on the support of its shareholders, lenders and on the issuance of share capital to continue its operations. EnviroMatrix Technologies Inc. ("ETI") is the beneficial owner of approximately 51.4% of the issued and outstanding shares of POR.  ETI called the August 14, 2014 Meeting of Shareholders to restructure the Board and to appoint senior management of POR, with a view to capitalizing on POR's technology and to appoint MNP LLP as auditors of POR.  The Meeting proceeded on August 14, 2014, and the results are set out above.  The current Board and Management cannot provide any assurances to shareholders that their attempt to revive the business of POR and its subsidiaries will be successful.

ON BEHALF OF THE BOARD OF DIRECTORS OF PROCESS CAPITAL CORPORAITON

THOMAS CHRISTOFF

President, CEO and Director

landev44@gmail.com



Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.

SOURCE Process Capital Corp.


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