/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES/
VANCOUVER, March 21 /CNW/ - Hanwei Energy Services Corp. (the "Company")
announces that it has arranged with a syndicate of investment dealers led by
Canaccord Capital Corporation and including GMP Securities L.P. and Research
Capital Corporation (collectively, the "Agents") to sell by way of private
placement on a commercially reasonable best efforts basis up to 13,953,500
common shares in the capital of the Company (the "Shares") at $2.15 per Share
for gross proceeds of approximately $30,000,000 (the "Offering"). The Offering
is subject to, among other things, approval of the TSX Venture Exchange, entry
into a formal agency agreement, including industry standard "disaster-out",
"market-out", "material adverse change" and "regulatory proceedings" clauses,
and completion of satisfactory due diligence by the Agents.
The Shares will be sold by private placement to investors resident in
Canada, the United States and other jurisdictions as the Agents may determine
(the "Subscribers"), pursuant to registration and exemptions under applicable
securities legislation. The Shares will be subject to a hold period of not
longer than four months.
The Offering is proposed to close in escrow on or about March 30, 2007.
The gross proceeds from the sale of Shares will be held in escrow and released
to the Company, together with accrued interest, concurrent with the issuance
of the Shares, provided that the audited financial statements of the Company
for the year ended December 31, 2006 to be made available on or before April
30, 2007 show sales of not less than $22.5 million and net income of not less
than $3.25 million (after giving effect to the non-controlling interest in the
Company) (the "Financial Targets"). If the Financial Targets are not met,
Subscribers will be afforded the right to withdraw from the Offering. The
Offering will proceed in any event if, after giving effect to withdrawal
rights, a minimum of $15 million of gross proceeds remains in escrow and
available for subscriptions.
In consideration of the Agents' services to be rendered in connection
with the Offering, on the escrow release date, the Company will pay to the
Agents a cash fee (the "Agents' Fee") in the amount equal to 6.0% of the gross
proceeds of the Offering. As additional consideration for the Agents'
services, the Company will grant to the Agents common share purchase warrants
(the "Agents' Warrants") entitling the Agents to acquire that number of Shares
equal to 6.0% of the number of Shares issued to the Subscribers under the
Offering. Each Agents' Warrant will have an exercise price of $2.15 per Share
and be exercisable for a period of one year from the closing of the Offering.
Whether or not the Offering is completed, the Company will pay all expenses
related to the Offering incurred by the Company and the Agents in connection
with the Offering. The Agents' Fee is only payable, and the Agents' Warrants
are only effective, if the proceeds from the Offering are released from escrow
to the Company.
The proceeds of the Offering will be used to pay the costs of the
Offering, increase production capacity of high pressure FRP pipe for the oil
industry at the Company's plant in Daqing and at a new plant to be established
in Tianjin, China, to expand production capacity of FRP products for the coal
and gas industries at the Company's plant in Beijing, to fund potential
expansion into regional markets and FRP products for wind power, and for
general working capital.
THE TSX VENTURE EXCHANGE NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF
THIS NEWS RELEASE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.
THE SECURITIES REFERRED TO IN THIS NEWS RELEASE WILL NOT AND HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the
meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. This forward-looking information includes,
among other things, information with respect to management's estimates of
capital requirements, as well as information with respect to the Company's
beliefs, plans, expectations, anticipations, estimates and intentions. The
words "may", "could", "should", "would", "suspect", "outlook", "believe",
"anticipate", "estimate", "expect", "intend", "plan", "target" and similar
words and expressions are used to identify forward-looking information. The
forward-looking information in this news release describes the Company's
expectations as of March 21, 2007.
The results or events anticipated or predicted in such forward-looking
information may differ materially from actual results or events. Material
factors which could cause actual results or events to differ materially from a
conclusion, forecast or projection in such forward-looking information
include, among others: general economic factors, adverse industry events, its
ability to make and integrate acquisitions, industry and government
regulation, risks associated with integrating new production lines, risks
associated with entering new product lines and markets, risks associated with
establishing new production facilities and the potential for costs over-runs
or delays associated with construction, risks that the Company may be unable
to procure needed capital for its growth plans, risks that the Company may not
be able to obtain licenses for technology needed for its expansion plans on
terms that are acceptable to the Company and risks that the Company may not
close the Offering or any other financings.
The Company cautions that the foregoing list of material factors is not
exhaustive. When relying on the Company's forward-looking information to make
decisions, investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. The Company has assumed
a certain progression, which may not be realized. It has also assumed that the
material factors referred to in the previous paragraph will not cause such
forward-looking information to differ materially from actual results or
events. However, the list of these factors is not exhaustive and is subject to
change and there can be no assurance that such assumptions will reflect the
actual outcome of such items or factors. For additional information with
respect to certain of these and other factors, refer to the risks and
uncertainties section of the Company's Filing Statement dated November 23,
2006 and its Material Change Report dated March 7, 2007, both filed with
Canadian securities regulators, which is available on SEDAR at www.sedar.com.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF THE COMPANY AS OF MARCH 21, 2007 AND, ACCORDINGLY, IS
SUBJECT TO CHANGE AFTER SUCH DATE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS
ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR
OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
For further information:
For further information: Kim Oishi, Chief Financial Officer, (416)