NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
EKO / TSX
MONTREAL, April 8 /CNW Telbec/ - Noveko International Inc. (the "Company") announces that it intends to proceed with a new private placement and thereby terminate the previous placement whose issue price no longer reflected the market price of the Company's shares. Each unit will be offered at a price of $0.70 per unit for a maximum amount of $4 million. A first closing is expected on or about April 29, 2011.
Each unit will consist of one (1) Class A share of the Company and one-half of one warrant. Each full warrant will entitle its holder to purchase one Class A share at a price of $1.00 per share for the first 12-month period following the issuance of the units, and at a price of $2.00 per share for the subsequent 12-month period. The warrants will not be subject to an acceleration clause.
"I wish to thank all the investors who expressed their confidence in our business plan by participating in the March 16 closing in connection with our recent financing initiatives. However, considering the current market price of our shares, we determined it was necessary to review their conditions. The interests of our shareholders and the Company itself will thereby be better served as we pursue our growth," indicated Mr. André Leroux, Chairman of the Board and Chief Executive Officer of the Company.
The net proceeds from the offering will be used to support the group's increasing commercialization and production activities, especially in the air filtration segment which is undergoing strong growth, as attested by the Company's latest announcements, as well as in ultrasound scanners for use in human and veterinary medicine, where demand is also strong. Concurrently with its financing initiatives and while focusing on its primary growth segments, the Company is continuing its efforts to better control costs.
The units will be 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 will be subject to a mandatory 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.
Sale of the Terrebonne Building
The Company confirms it has closed the sale of the Terrebonne (Quebec) building for a consideration of $1.3 million. This sale follows the combination of the activities of the head office and the subsidiary Noveko Inc. under one roof in order to optimize the group's operations.
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, labour 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 to reflect new information, new events or new circumstances.
SOURCE NOVEKO INTERNATIONAL INC.
For further information: Chantal Vennat, Director, Investor Relations and Corporate Communications, Noveko International Inc., Tel: (514) 875-0606, http://www.noveko.com