VICTORIA and PORTLAND, Feb. 26, 2013 /CNW/ - CRAiLAR Technologies Inc.
(TSXV: CL) (OTCBB: CRLRF) ("CL" or the "Company") is pleased to announce that it has closed its previously announced
non-brokered private placement offering (the "Offering") of 10.0% secured, subordinated convertible debentures (the "Debentures") of the Company for aggregate gross proceeds of $5.0 million.
The within Offering has been completed on essentially the same terms as
the Company's short-form public offering of convertible debentures
previously announced by the Company on August 23, 2012 (the "Previous Debenture Offering") which was combined with an equity private placement of units at the
same time. Under the Previous Debenture Offering and related equity
private placement, the Company sought to raise an aggregate of $18.0
million and closed on approximately $12.5 million of convertible
debentures and equity units in September of last year. The current
Offering's aggregate gross proceeds of $5.0 million has now
substantially completed the funding goal of the Company's Previous
Debenture Offering and equity private placement. Difference Capital,
Global Securities Corporation, Cormark Securities Inc. and Macquarie
Private Wealth Inc. acted as finders in connection with the Offering.
"We are very pleased to have fully completed this funding goal," said
Ken Barker, CEO of CRAiLAR. "The completion of this financing is an
important step in our company's growth strategy as we now move forward
on a more senior listing while we simultaneously prepare to deliver
finished fiber at increased capacities from our present manufacturing
facility. CRAiLAR in now in a more ideal position for introduction on a
more visible and globally accessible platform."
The within Debentures will mature on September 30, 2017 (the "Maturity Date") and will accrue interest at a rate of 10.0% per annum payable
semi-annually in arrears on March 31st and September 30th in each year commencing September 30th, 2013. At the holder's option, the Debentures may be converted into
common shares in the capital of the Company (each a "Share") at any time up to the earlier of the Maturity Date and the business
day immediately preceding the date specified by the Company for
redemption of the Debentures. The conversion price, subject to
adjustment in certain circumstances, will be $2.90 per Share, being a
conversion rate of approximately 344.828 Shares for each $1,000
principal amount of Debentures. The Debentures will not be listed for
trading on the TSX Venture Exchange (the "Exchange") or any other public market.
The Company intends to use the net proceeds of the Offering to fund the
Company's capital program and for general corporate purposes.
The Debentures have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent
registration or applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of
the Debentures in any jurisdiction in which such offer, solicitation or
sale would be unlawful. Any public offering of the Debentures to be
made in the United States must be made by means of a prospectus
containing detailed information about the Company and management, as
well as financial statements.
The Debentures issued by the Company are "restricted securities" as
defined under Rule 144(a)(3) of the U.S. Securities Act and contain the
appropriate restrictive legends as required under the U.S. Securities
Act, National Instrument 45-102 and as required by the Exchange.
Neither the Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this release.
About CRAiLAR Technologies Inc.
CRAiLAR® Technologies Inc., previously known as Naturally Advanced
Technologies Inc., offers cost-effective and environmentally
sustainable natural fiber in the form of flax, hemp and other best
fibers for use in textile, industrial, energy, medical and composite
material applications. Produced using a fraction of water and chemical
inputs compared with other natural fibers, CRAiLAR Flax is used
primarily as a compliment to cotton today, and aims to supplement the
impending natural fiber gap caused by the increased use of cotton and
other natural fibers in emerging global markets. The Company supplies
its CRAiLAR Flax to HanesBrands, Georgia-Pacific, Brilliant Global
Knitwear, Tuscarora Yarns, and Target for commercial use, and to Levi
Strauss & Co., Cintas, Carhartt, Ashland, Target, PVH Corp and Lenzing
for evaluation and development. The Company was founded in 1998 as a
provider of environmentally friendly, socially responsible clothing.
For more information, visit www.crailar.com.
ADVISORY: This press release contains forward looking statements which may include
statements concerning completion of any proposed acquisitions, capital
programs, debt, funds flow from operations, closing date of the
Offering and the anticipated use of the net proceeds of the Offering.
Although CL believes that the expectations reflected in these forward
looking statements are reasonable, undue reliance should not be placed
on them because CL can give no assurance that they will prove to be
correct. Since forward looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Any proposed acquisition may not be completed if
required approvals or some other condition to closing is not
satisfied. The closing of the Offering could be delayed if CL is not
able to obtain the necessary regulatory and stock exchange approvals on
the timelines it has planned. The Offering will not be completed at
all if these approvals are not obtained or some other condition to the
closing is not satisfied. Accordingly, there is a risk that any
proposed acquisition or offering will not be completed within the
anticipated time or at all. The intended use of the net proceeds of
the Offering by CL might change if the board of directors of CL
determines that it would be in the best interests of CL to deploy the
proceeds for some other purpose.
The forward looking statements contained in this press release are made
as of the date hereof and CL undertakes no obligations to update
publicly or revise any forward looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
SOURCE: Crailar Technologies Inc.
For further information:
CRAiLAR Technologies Inc.
Chief Financial Officer CRAiLAR Technologies Inc.