Noveko International Announces a Private Placement of a Maximum of $5 Million

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES


EKO / TSX

MONTREAL, Feb. 22 /CNW Telbec/ - Noveko International Inc. (the "Company") (TSX: EKO) announces that it intends to proceed with a private placement to raise a maximum amount of $5 million of Units. Each Unit will be offered at a price of $0.45 per Unit and will consist of one (1) Class A Share of the Company and one-half of one Class A share purchase warrant. Each full Warrant will entitle its holder to purchase, at a price of $0.70 per share, one Class A share for a period of 36 months following the closing date of the Offering. A closing is expected to occur on or about March 11, 2011.

"This offering will complete our financing initiated last autumn, allowing us to pursue our commercialization objectives, while reinforcing our working capital, which is required for the growth of our business," said Mr. André Leroux, Chairman of the Board and Chief Executive Officer of the Company.

The Warrants will be 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 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 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.

Profile
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.


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

Profil de l'entreprise

NOVEKO INTERNATIONAL INC.

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