Noveko International Announces First Closing of $2.5 Million of its Private Placement
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
EKO / TSX
MONTREAL, March 16 /CNW Telbec/ - Noveko International Inc. (the "Company") (TSX: EKO) announces a first closing of $2.5 million of its private placement. Due to market conditions, the offering price of each Unit has been amended to $0.40 and the exercise price of each full Warrant has been amended to $0.60 per share. Additional closings are expected until April 8, 2011.
Pursuant to this first closing, 6,267,584 Class A shares were issued by the Company and an additional 3,133,792 Class A shares may be issued upon due exercise of the Warrants. The Canadian portion of the Offering is carried out as a non-brokered private placement. For the portion of the Offering realized outside of Canada, the Company has entered into an agreement with an American broker, Barretto Securities Inc. (the "Agent"). The Company paid a cash commission to the Agent of $49,000 and issued broker warrants entitling the Agent to purchase 122,500 Class A shares of the Company. The broker warrants shall be exercisable at a price of $0.60 per share for a period of 36 months following their issuance.
The Warrants and broker warrants are subject to an acceleration clause whereby, if the Company's Class A Shares trade at $1.50 on a weighted average basis for a period of 20 consecutive business days on the TSX, and upon notification by Company through the issuance of a press release, the period during which the Warrants may be exercised will be decreased to a period of 30 days (the "New Exercise Period") that will begin at the last of the following dates: (i) the first business day immediately after completion of the four-month plus one day hold period, or (ii) the first business day immediately after the above mentioned 20 consecutive business days, but, in both cases, the New Exercise Period shall not end later than the initial 36 month period. Upon the expiry of the New Exercise Period, the Warrants will no longer be exercisable.
The Units are offered to qualified investors in each province of Canada and in the United States, pursuant to applicable exemptions from prospectus or registration requirements for private placement, and subject to the receipt of all required regulatory approvals, including approval of the Toronto Stock Exchange. Subscriptions shall be made for a minimal amount of $50,000 for qualified investors or $150,000 for others. The securities issued pursuant to this private placement are subject to a four-month hold period.
The securities offered have not been registered, and will not be registered, under the United States Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
Noveko International Inc. offers innovative solutions in the environmental and medical fields worldwide. Through its subsidiaries, the Company specializes primarily in the following business segments: the development, manufacturing and marketing of derivative products from its patented antimicrobial filtration technologies, mainly air filters, surgical masks and respirators, as well as other products with antibacterial properties such as hand sanitizers - and the development, manufacturing and marketing of medical equipment, primarily portable real-time ultrasound scanners for use in human and veterinary medicine.
Certain statements set forth in this press release constitute forward-looking statements. In some cases, these statements are identified by the use of terms such as "may", "could", "might", "intend", "should", "expect", "project", "plan", "believe", "estimate" or other comparable variants. These statements are based on the information available at the time they are written, on assumptions made by management and on the expectations of management, acting in good faith, regarding future events, including those relating to economic conditions, fluctuations in exchange rates and operating expenses, and the absence of unusual events entailing supplementary expenditures. Although management considers these assumptions and expectations reasonable based on the information available at the time they are written, they could prove inaccurate. Forward-looking statements are also subject, by their very nature, to known and unknown risks and uncertainties such as those related to the industry, acquisitions, labor relations, credit, key officers, supply and product liability. The actual results of Noveko International Inc. could differ materially from those indicated or underlying these forward-looking statements. The reader is therefore recommended not to unduly rely on these forward-looking statements. Forward-looking statements do not reflect the potential impact of special items, any business combination or any other transaction that may be announced or occur subsequent to the date hereof. Unless otherwise required under securities laws, the Company does not intend and undertakes no obligation to update or revise the forward-looking statements.For further information: Chantal Vennat, Director, Investor Relations and Corporate Communications, Noveko International Inc., Tel: (514) 875-0606; http://www.noveko.com