NEWS RELEASE TRANSMITTED BY Marketwired FOR: CO2 Solutions Inc. TSX VENTURE SYMBOL: CST JUNE 19, 2014 CO2 Solutions Announces Proposed Private Placements QUEBEC CITY, QUEBEC--(Marketwired - June 19, 2014) - NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES CO2 Solutions Inc. (TSX VENTURE:CST) ("CO2 Solutions" or the "Corporation") is pleased to announce its intention to complete private placements of units of the Corporation (the "Units") at a price of $0.15 per Unit in the Provinces of British Columbia, Alberta, Ontario and Quebec (the "Private Placement"). Each Unit will be comprised of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle its holder to acquire one additional Common Share at a price of $0.25 per Common Share for a period of 36 months from the date of issuance. Existing shareholders of CO2 Solutions are invited to participate in the proposed ancillary private placement of CO2 Solutions (the "Ancillary Private Placement to Shareholders" and, together with the Private Placement, the "Offering"). Existing shareholders of CO2 Solutions who wish to participate in the Ancillary Private Placement to Shareholders are encouraged to contact the Agent (defined below) by email at email@example.com or telephone at (416) 479-7370, for additional information. Euro Pacific Canada Inc. (the "Agent") intends to act as agent and bookrunner for the Offering pursuant to an agency agreement to be entered into between the Agent and the Corporation. Only shareholders of the Corporation who, as of the share register record date of June 18, 2014, held Common Shares of the Corporation and continue to hold Common Shares at the time of closing may participate in the Ancillary Private Placement to Shareholders. The aggregate subscription cost to an existing shareholder for the Units subscribed under the Ancillary Private Placement to Shareholders cannot exceed $15,000, unless such shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer. Existing shareholders who are residents of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Yukon, Northwest Territories and Nunavut may participate in the Ancillary Private Placement to Shareholders and existing shareholders resident in countries other than Canada will need to meet local jurisdiction requirements to participate. Shareholders resident in Ontario and Newfoundland and Labrador are not permitted to participate in the Ancillary Private Placement to Shareholders. Under the Offering, the Corporation intends to issue a minimum of 6,666,666 Units and a maximum of 20,000,000 Units for aggregate gross proceeds of a minimum of $1 million and a maximum of $3 million. Assuming that the gross proceeds of the Offering represent an amount of $1 million, the Corporation intends to use the net proceeds to provide additional working capital for continued development operations of the Corporation. If the gross proceeds of the Offering represent an amount of $3 million, the Corporation intends to use the net proceeds to provide additional working capital for continued development operations, support cash flow requirements required for completion of Western Canada oil sands demonstration project and the pursuit of other market opportunities, particularly in the United States. If aggregate subscriptions for Units under the Offering exceed the maximum number of Units proposed to be distributed, subscriptions will be accepted in whole or in part at the discretion of the Corporation and the Agent. The Offering is expected to close on or about July 3, 2014, subject to the satisfaction of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, as well as satisfaction of customary closing conditions provided for in the agency agreement and the subscription agreements. All securities to be issued under the Offering will be issued pursuant to exemptions from the prospectus requirements of applicable securities laws and will be subject to a four (4) month statutory hold period from the date of closing of the Offering. The Corporation anticipates that certain "related parties" of the Corporation will participate in the Offering. The participation in the Offering of such "related parties" will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions in Quebec) ("MI 61-101"). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by related parties will exceed 25% of the Corporation's market capitalization. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended). About CO2 Solutions Inc. CO2 Solutions is an innovator in the field of enzyme-enabled carbon capture and has been actively working to develop and commercialize the technology for stationary sources of carbon pollution. CO2 Solutions' technology lowers the cost barrier to Carbon Capture, Sequestration and Utilization (CCSU), positioning it as a viable CO2 mitigation tool, as well as enabling industry to derive profitable new products from these emissions. CO2 Solutions has built an extensive patent portfolio covering the use of carbonic anhydrase, or analogues thereof, for the efficient post-combustion capture of carbon dioxide with low-energy aqueous solvents. Further information can be found at www.co2solutions.com. About Euro Pacific Canada Inc. Euro Pacific Canada Inc. is a full service IIROC registered brokerage firm headquartered in Toronto, with offices in Montreal, Vancouver and Tokyo, Japan. The firm offers an integrated platform of economic and equity research, institutional sales and trading, investment banking and private client services. CO2 Solutions Forward-looking Statements Certain statements in this news release may be forward-looking. These statements relate to future events or CO2 Solutions' future economic performance and reflect the current assumptions and expectations of management. Forward-looking statements in this news release include, but are not limited to, the terms of the Offering, the successful completion of the Offering, the Corporation's anticipated use of proceeds and the expected timing for closing of the Offering. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, failure to obtain TSX Venture Exchange approval of the Offering, general business and economic uncertainties and adverse market conditions as well as those risks set out in the Corporation's public documents filed on SEDAR. No assurance can be given that the Offering will be completed as described, or at all. Readers are cautioned not to place undue reliance on such forward-looking statements. CO2 Solutions undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. Neither the TSX Venture Exchange nor its 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. Outstanding shares: 79,687,836 -30- FOR FURTHER INFORMATION PLEASE CONTACT: Investor and Media Contact: CO2 Solutions Inc. Thom Skinner 418-842-3456, ext. 223 firstname.lastname@example.org INDUSTRY: Environment - Air Pollution Control SUBJECT: FNC
CO2 Solutions Announces Proposed Private Placements
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