TORONTO, ONTARIO -- (Marketwire) -- 01/14/13 -- Augusta Industries Inc. ("Augusta" or the "Corporation") (TSX VENTURE: AAO), a developer and manufacturer of patented non-intrusive sensing systems, is pleased to announce that it has entered into a securities purchase agreement dated December 17, 2012 (the "Agreement") with Pinetree Capital Ltd. ("Pinetree").
Pursuant to the terms of the Agreement, the Corporation has agreed to issue an aggregate of 20,000,000 units to Pinetree at a deemed price of $0.05 per unit (the "Units"). Each Unit is comprised of one (1) common shares and one-third (1/3) of one common share purchase warrant (the "Warrant"). Each whole Warrant entitles the holder thereof to acquire one (1) common share at an exercise price of $0.10 per share for a period of two (2) years from the date of issuance.
As for consideration for the Units, Pinetree has agreed to issue an aggregate of 1,111,111 common shares ("Pinetree Shares") in the capital of Pinetree at a deemed price of $0.90 per share.
As the issuance of the Units to Pinetree will result in the creation of a control person, the rules of the TSX Venture Exchange require that the Corporation obtain shareholder approval (excluding those shares owned and/or controlled by Pinetree) for the issuance of the Units. In obtaining such approval, the Corporation will be obtaining shareholder approval by way of written confirmation.
The closing of the transaction is scheduled to occur on or about January 31, 2013. The securities issued under or in connection with the transaction will be subject to a four (4) month hold period. Completion of the transaction is subject to a number of conditions, including, without limitation, receipt of all applicable regulatory approvals.
About the Corporation:
Through its wholly owned subsidiaries, Marcon International Inc. ("Marcon") and FOX TEK Canada Inc. ("Fox Tek"), the Corporation provides a variety of services and products to a number of clients.
Marcon is an industrial supply contractor servicing the energy sector and a number of US Government entities. Marcon's principal business is the sale and distribution of industrial parts and equipment (Electrical, mechanical and Instrumentation.) In addition to departments and agencies of the U.S. Government, Marcon's major clients include Saudi Arabia-Sabic Services (Refining and Petrochemical), Bahrain National Gas Co, Bahrain Petroleum, Qatar Petroleum, Qatar Gas, Qatar Petrochemical, Gulf of Suez Petroleum, Agiba Petroleum and Burullus Gas Co.
Fox Tek develops non-intrusive asset health monitoring sensor systems for the oil and gas market to help operators track the thinning of pipelines and refinery vessels due to corrosion/erosion, strain due to bending/buckling and process pressure and temperature. The Corporation's FT fiber optic sensor and corrosion monitoring systems allow cost-effective, 24/7 remote monitoring capabilities to improve scheduled maintenance operations, avoid unnecessary shutdowns, and prevent accidents and leaks.
This press release contains forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. Actual results may differ materially from those currently anticipated. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements are detailed from time to time in the Corporation's periodic reports filed with the Ontario Securities Commission and other regulatory authorities. The Corporation has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Augusta Industries Inc.
President, CEO & CFO
(905) 338-2323 Ext 22
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