Ticker: TSX - TOS
Shares Outstanding: 65,888,182
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
QUÉBEC CITY, Feb. 13, 2013 /CNW Telbec/ - TSO3 Inc. (the "Company"), an innovator in sterilization technology for
medical devices in healthcare settings, is pleased to announce today
that it has entered into a bought deal agreement with a syndicate of
underwriters led by Desjardins Capital Markets (collectively, the
"Underwriters"), pursuant to which the Underwriters have agreed to
purchase 7,000,000 common shares (the "Common Shares") in the capital
of TSO3 at the price of CDN $1.00 per Common Share (the "Issue Price") for
aggregate gross proceeds to TSO3 of CDN $7,000,000 (the "Offering"). Under the terms of the agreement,
the Company will request an advance income tax ruling from Agence du revenu du Québec confirming that the Common Shares constitute qualifying shares for the
Québec Stock Savings Plan II, in accordance with applicable
legislation. The Offering is expected to close on or about March 4,
2013 and is subject to customary conditions and regulatory approvals.
The Company has also agreed to grant the Underwriters an over-allotment
option (the "Over-Allotment Option"), exercisable for a period of 30
days following the Closing of the Offering, to purchase up to an
additional 1,050,000 Common Shares, representing 15% of the Offering,
at the Issue Price. If the Over-Allotment Option is exercised in full,
the aggregate gross proceeds to TSO3 will be CDN $8,050,000.
As the Company actively pursues US regulatory clearance for the
STERIZONE® 125L+ Sterilizer, net proceeds from the Offering will be
used to strengthen the Company's financial position in negotiating a
channel partner agreement. The proceeds will also allow for continued
new product development.
This news release is not an offer of securities for sale in the United
States and is not an offer to sell or solicitation of an offer to buy
any securities of the Company, nor shall it form the basis of, or be
relied upon in connection with any contract for purchase or
subscription. Securities may not be offered or sold in the United
States absent registration under the U.S. Securities Act of 1933 (the "Securities Act") or an exemption from registration thereunder.
These securities have not been and will not be registered under the
Securities Act or the securities laws of any state and may not be
offered or sold in the United States absent registration under the
Securities Act and applicable state securities laws or pursuant to an
applicable exemption therefrom.
TSO3, founded in Québec City in 1998, specializes in the research and
development of innovative, high-performance medical instrument
sterilization technology with high commercial potential. TSO3 designs products for sterile processing areas in the hospital
environment and offers an advantageous replacement solutions to other
low temperature sterilization processes currently used in hospitals.
For more information about TSO3, visit the Company's Web site at www.tso3.com
The statements in this release and oral statements made by
representatives of TSO3 relating to matters that are not historical
facts (including, without limitation, those regarding the timing or
outcome of any financing undertaken by TSO3) are forward-looking
statements that involve certain risks, uncertainties and hypotheses,
including, but not limited to, general business and economic
conditions, the condition of the financial markets, the ability of TSO3
to obtain financing on favourable terms and other risks and
SOURCE: TSO3 INC.
For further information:
Director - Investor and Business Relations
(418) 651-0003, Ext. 237