GUELPH, ON, July 25, 2012 /CNW/ - BIOREM Inc. (TSXV: BRM) is pleased to
announce the initial closing of its private placement of up to 1,500
Units at a price per Unit of $1,000 for gross proceeds of up to $1.5
million. In the initial closing a total of 1,030 Units were issued for
gross proceeds of $1,030,000. Additional closings of the private
placement may occur up until August 13, 2012. BIOREM intends to use
the proceeds from the private placement for working capital and general
Each Unit consists of $1,000 principal amount of 8.00% convertible
extendible secured subordinated debentures (the "Debentures") with a maturity date 2 years from the date of issuance and 4,545
common share purchase warrants (the "Warrants"). The Debentures are convertible into fully paid and non-assessable
Common Shares of the Company at the option of the holder at any time
over their term at a price of $0.11 per Common Share. The maturity
date of the Debentures can be extended to the fifth anniversary date of
the issuance date of the Debentures by holders of 66.67% of the then
outstanding principal amount of Debentures. The Debentures can be
prepaid in full at any time by the Company upon giving holders 15 days
notice of prepayment. Each Warrant entitles the holder to purchase one
common share at a price of $0.11 per share for a period of two (2)
years from issuance. All securities issued pursuant to the Private
Placement will be subject to a four month hold pursuant to applicable
As noted as a possibility in Biorem's June 29, 2012 press release
announcing the proposed private placement, insiders have subscribed for
greater than 25% of the private placement. The issuance of Units to
insiders pursuant to the private placement is considered to be a
related party transaction subject to TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61-101. Biorem has relied on exemptions
from the formal valuation and minority shareholder approval
requirements provided under sections 5.5(c) and 5.7(b) of Multilateral
Instrument 61-101 on the basis that the private placement constitutes a
distribution of securities for cash to insiders which is within the
parameters of those sections.
In addition to the initial closing of the private placement, Biorem has
received an additional $500,000 advance from its existing senior lender
and has amended the terms of its secured debenture originally issued on
October 31, 2008 in respect of the additional advance of funds.
Biorem has also decided to engage a financial advisor to provide
strategic advice to the Company through the evaluation of options to
enhance shareholder value.
About BIOREM Inc.
BIOREM is a leading clean technology company that designs, manufactures
and distributes a comprehensive line of high-efficiency air emissions
control systems used to eliminate odors, volatile organic compounds
(VOCs), and hazardous air pollutants (HAPs). With sales and
manufacturing offices across the continent, a dedicated research
facility, a worldwide sales representative network and more than 700
installed systems worldwide, BIOREM offers state-of-the-art
technology-based products and peace of mind for municipalities,
industrial companies and their surrounding communities. Additional
information on Biorem is available on our website at www.biorem.biz.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Biorem Inc.
For further information:
Peter Bruijns, Chief Executive Officer
Tel: (519) 767-9100 ext 244