Symbol: EKO / TSX
MONTREAL, Sept. 29 /CNW Telbec/ - Noveko International Inc. ("the Company") is pleased to announce that it has finalized the terms of its previously announced best efforts private placement (the "Offering") for total gross proceeds of approximately $13.5 million at a price of $2.20 per Unit (the "Units"). The syndicate was led by Desjardins Securities Inc. and includes GMP Securities L.P., National Bank Financial Inc. and Paradigm Capital Inc.
Each Unit shall consist of one (1) Class A Share of the Company (a "Class A Share") and one-half of one Class A share purchase warrant. Each full Warrant will entitle its holder to purchase, at a price of $3.00 per share (the "Warrant Exercise Price"), one Class A share for a period of 36 months following the closing date of the Offering. The Company has granted to the Agents an option to raise up to an additional number of Units equal to 15% of the Offering size, on the same terms and conditions as the Offering, exercisable at any time up to 48 hours prior to the closing of the Offering.
The Warrants will be subject to an acceleration clause whereby, if the Company's Class A Shares trade at $4.50 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 4 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 Offering is being made pursuant to exemptions from prospectus requirements and is scheduled to close on or about October 8, 2009. The Offering will be subject to the usual conditions, and the receipt of all required regulatory approvals, including approval of the Toronto Stock Exchange.
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 offered or 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.
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 technology, including air filters, surgical masks and respirators, along with other products with antimicrobial properties such as AZURO(TM) 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 to account for new information, new events or new circumstances.
SOURCE Noveko International Inc.
For further information: For further information: Chantal Vennat, Director, Investor Relations and Corporate Communications, Noveko International Inc., (514) 875-0606; http://www.noveko.com