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
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
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
FOR FURTHER INFORMATION PLEASE CONTACT:
Investor and Media Contact:
CO2 Solutions Inc.
418-842-3456, ext. 223
INDUSTRY: Environment - Air Pollution Control
-0- Jun/19/2014 12:00 GMT
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