NOT FOR DISTRIBUTION TO
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
The closing of the Private Placement is expected to occur on or about
The aggregate number of common shares to be issued pursuant to the Private Placement represents approximately 15.9% of the 44,005,836 currently issued and outstanding Common Shares on a non-diluted basis.
Certain insiders of the Company have indicated their support for the Private Placement and the company expects these insiders to acquire Common Shares under the Private Placement. Any such participation would be a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") but will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction nor the consideration paid will exceed 25% of the Company's market capitalization.
The number of Common Shares potentially issuable to insiders of the Company pursuant to the Private Placement will represent not more than 10% of the Company's currently issued and outstanding Common Shares on a non-diluted basis.
The Private Placement is subject to the approval of the TSX.
This press release contains forward-looking statements, which reflect the Company's current expectations regarding future events, including with respect to the Company's ability to raise capital and complete the Private Placement when anticipated. The forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein including as a result of a change in the trading price of the Common Shares, the TSX not approving the transaction, or the Company being unable to find purchasers for its Common Shares. Investors should consult the Company's ongoing quarterly filings, annual information form and annual reports for additional information on risks and uncertainties relating to these forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. Subject to applicable law, the Company disclaims any obligation to update these forward-looking statements.
CONTACT: Company Contact:
James R. Howard-TrippExecutive Chairman Office: (905) 209-2030 firstname.lastname@example.org Investor & Media Contact: Stephen Kilmer Kilmer Lucas Inc.Office: (212) 618-6347 Mobile: (905) 906-6908 email@example.com