Outstanding shares: 99,920,169
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
QUEBEC CITY, July 17, 2014 /CNW/ - CO2Solutions Inc. ("CO2 Solutions" or the "Corporation"), further to its press release dated July 3rd, announces the closing of the second and final tranche of its private placement (the "Private Placement"). In connection with the closing of the second tranche of the Private Placement, the Corporation issued 5,632,333 units (the "Units"), priced at $0.15 each, representing aggregate gross proceeds of $844,849.95.
In total, the Corporation issued 20,232,333 Units representing aggregate gross proceeds of $3,034,849.95 under the Private Placement representing an increase of $34,849.95 to the maximum amount previously announced. Each Unit is comprised of one common share and one common share purchase warrant. Each warrant entitles its holder to acquire one additional common share of the Corporation at a price of $0.25 per common share until July 3, 2017.
Euro Pacific Canada Inc. (the "Agent") acted as agent and bookrunner for the Private Placement pursuant to an agency agreement entered into on July 3, 2014 between the Agent and the Corporation. In connection with the second tranche of the Private Placement, the Corporation paid the Agent a cash commission of $56,627 and issued 210,846 non-transferable broker units to the Agent, entitling the Agent to purchase 210,846 Units at a price of $0.15 per Unit until July 3, 2017.
The Corporation intends to use the aggregate net proceeds of the Private Placement to provide additional working capital for continued development operations, cash flow requirements required for completion of the Corporation's Western Canada oil sands demonstration project, and the pursuit of other market opportunities, particularly in the United States, as well as general working capital purposes.
Existing shareholders of CO2 Solutions participated in the second tranche of the Private Placement pursuant to a prospectus exemption for distributions to existing security holders and acquired an aggregate of 1,059,000 Units.
All securities issued under the second tranche of the Private Placement are subject to a four (4) month statutory hold period until November 18, 2014.
As previously announced on June 19, 2014, certain related parties of the Corporation participated in the second tranche of the Private Placement and subscribed for an aggregate of 50,000 Units. Participation of related parties of the Corporation in the second tranche of the Private Placement constitutes 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 Private Placement is 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 insiders nor the consideration being paid by insiders will exceed 25% of the Corporation's market capitalization. The Corporation did not file a material change report 21 days prior to the closing of the second tranche of the Private Placement as the details of the participation of the related parties of the Corporation had not been confirmed at that time.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the "United States", as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
About CO2Solutions Inc.
CO2 Solutions is an innovator in the field of enzyme-enabled carbon capture and has been actively working to develop and commercialize its 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 MontrÉal, 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 Corporation's anticipated use of proceeds. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, 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. 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.
SOURCE CO2 Solutions Inc.