CALGARY, May 20 /CNW Telbec/ - ALERT B&C Corporation ("ALERT B&C" or the
"Corporation") (TSX Venture Exchange: ACB) is pleased to announce a
Non-Brokered Private Placement of Units in addition to the signing of a
Memorandum of Understanding (MOU) with VOTI Inc.
The Corporation has proposed a Non-Brokered Private Placement of 500
Units, for total gross proceeds of $500,000 (the "Offering"). Each Unit will
consist of a $1,000 principal amount of 10 percent secured convertible
debentures (the "Debentures") and 10,000 common share purchase warrants (the
"Warrants"), each whole warrant entitling the holder to acquire one common
share of ALERT B&C at a price of $0.10 per share for a period of 36 months
Gross proceeds will be used for general corporate purposes and working
capital. Use of proceeds may also include costs associated with application
and business development.
The Debentures will be due 36 months from closing and accrue interest at
a rate of 10 percent per annum payable annually. The Corporation will have the
option, subject to regulatory approval, to elect to satisfy its obligation to
pay such interest by issuing and delivering that number of freely tradable
common shares obtained by dividing the amount of interest by 85 percent of the
volume weighted average trading price of the common shares on the TSX Venture
Exchange for the five consecutive trading days ending five trading days
immediately preceding the Interest Payment Date.
The Debentures will be convertible into fully paid and non-assessable
Common Shares at a conversion price of $0.065 per Common Share for the first
12 months from closing (being a conversion rate of 15,384 Common Shares per
$1,000 principal amount of Debentures), and $0.10 per Common Share for the
following 24 months (being a conversion rate of 10,000 Common Shares per
$1,000 principal amount of Debentures). Forced Conversion will apply if the
common shares trade above $0.25 for any period prior to the Maturity Date of
15 consecutive trading days or more.
The common shares issuable upon the conversion of the Debentures and/or
exercising of the Warrants will be subject to a four-month hold period in all
of the offering jurisdictions, commencing on the Closing Date.
Upon the Maturity Date, ALERT B&C will satisfy its obligation to repay
each $1,000 principal amount of the Debentures in cash. The payment of the
principal of, and interest on, the Debentures will be secured by a general
security interest in all of the assets of the Corporation including the
Intellectual Property Portfolio.
The Corporation intends to close the Offering on or about June 5, 2009.
ALERT B&C has also entered into an MOU with VOTI Inc., a company
specializing in intelligent detection technology using 3D imaging. The intent
is to engage in a business partnership and research and development
collaboration concerning the integration of the respective products and
intellectual property of each company.
"We believe that the combination of the proprietary technology of VOTI
and ALERT B&C could create one of the most innovative and effective detection
instruments on the market in terms of airport and critical building security."
commented Mr. Kurt Soost, President and CEO of ALERT B&C. "Governments and
corporations around the world have already made allowances in their current
budgets for billions of dollars which they intend to spend in this area."
Over the last several months the Corporation has been extremely focused
on reorganizing and reducing costs to minimal levels. ALERT B&C now has
aggressive cost controls in place and will be concentrating on its
relationship with VOTI Inc., business development and strategic initiatives.
About VOTI Inc.
Based in Montreal, Canada, VOTI manufactures 3-D X-ray security. VOTI's
mission is to design and build state-of-the-art systems to help identify
explosives, narcotics and liquids by using artificial intelligence bound with
Nuclear Quadrupole Resonance (NQR) and trace detection all in one system.
VOTI's 3-D X-ray security scanners are a more advanced threat-detection system
providing the first 3-D perspective, single X-ray scanner based on dual
energy. This is a technological breakthrough. Using innovative U.S.-patented
proprietary software, VOTI provides security solutions for aviation, law
enforcement, border-crossing, critical infrastructure and point-of-entry
locations. VOTI's scanners have already received accolades from officials at
the Canadian Air Transport Security Authority (CATSA) and VOTI is working
closely with the U.S. Transportation Security Administration (TSA) to create a
product of the highest standards.
About ALERT B&C Corporation
The Corporation is a BioDefence company dedicated to supplying the
BioDefence market with high quality technologies, products and solutions, in
order to improve and maintain the safety and the security of individuals
worldwide. The Intellectual Property owned by ALERT B&C, the MAB Technology
has been in use since 2001 by a variety of groups and is a globally recognized
technology. For more information about the Corporation visit our new website
This press release contains forward-looking statements, which reflect the
Corporation's current expectations regarding future events. The
forward-looking statements involve risks and uncertainties. Actual events
could differ materially from those projected herein. Investors should consult
the Corporation's quarterly filings 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. The Corporation disclaims any obligation to update these
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this press release.
For further information:
For further information: Mr. Kurt G.J. Soost, President & CEO, ALERT B&C
Corporation, 1-866-802-0366 (Canada), (403) 802-0366, Fax: (403) 802-0766,