Pure Cycle Corporation Announces Filing of Form S-3 to Register Stock


Pure Cycle Corporation (the "Company") (NASDAQ: PCYO) announced today it has filed a Form S-3 to register 2,406,697 shares of its common stock for resale on behalf of various selling stockholders. The Form S-3 also includes a shelf registration allowing the Company to sell up to $15.0 million of common stock from time to time.

The Company is registering the following shares of its common stock on behalf of the companies listed:

    --  242,169 shares owned by Inco Securities Corporation ("Inco"),
        pursuant to the Purchase and Sale Agreement between the
        Company and Inco, entered into on August 28, 2006.

    --  1,414,528 shares held by the companies listed below which are
        affiliated with George Middlemas, a member of our board of

                                                     Number of shares
                Stockholder                          being registered
--------------------------------------------        ------------------
Apex Investment Fund II, L.P.                            677,239
Environmental Private Equity Fund II
 Liquidating Trust                                       309,371
Environmental Venture Liquidating Trust                  241,362
Productivity Fund II Liquidating Trust                   386,556
    --  750,000 shares owned by High Plains A&M, LLC ("HP A&M"), which
        were issued to HP A&M pursuant to an Asset Purchase Agreement
        entered into on August 31, 2006. These shares are being issued
        pursuant to a piggy back registration granted to HP A&M in the
        Asset Purchase Agreement.

The Company will not receive any of the proceeds from the sale of stock by the selling stockholders.

The common stock registered on behalf of the Company may be sold from time to time to pay outstanding indebtedness, for water system expenditures, and for working capital requirements and other general corporate purposes.

For questions, please contact Investor Relations at info@purecyclewater.com.

Company Information

Pure Cycle owns water assets in several river basins in the State of Colorado as well as certain aquifers in the Denver, Colorado metropolitan area. Pure Cycle provides water and wastewater services to customers located in the Denver metropolitan area including the design, construction, operation and maintenance of water and wastewater systems.

Additional information including our recent press releases and fiscal year ended August 31, 2005 Annual Report are available at www.purecyclewater.com, or you may contact our President, Mark W. Harding, at 303-292-3456.

Source: Pure Cycle Corporation