/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRES/
NISKU, AB, Feb. 11 /CNW/ - Wood Composite Technologies Inc. ("Wood
Composite" or the "Company") is pleased to announce its intention to raise up
to $4,450,000 (up to $5,455,000 including an over allotment option) by way of
a brokered and non-brokered private placement and to provide an update on
The Company intends to offer common shares by way of private placement in
Canada, the United States, and offshore, for anticipated gross proceeds of
$4,450,000 (the "Private Placement") to be completed in two or more closings.
The Company initially intends to issue up to 8,300,000 common shares at a
price of $0.15 per share on a non-brokered basis for gross proceeds of
$1,245,000 (the "Non-Brokered Private Placement"). The Non-Brokered Private
Placement will be subscribed for by certain directors and officers of the
Company including the President and Chief Executive Officer, Mr. John
Greenwood and the Chief Financial Officer, Mr. Tom Villetard. The Non-Brokered
Private Placement may be expanded to include additional subscriptions for up
to $205,000 on the same terms. The Company has engaged Canaccord Adams (the
"Agent") to act as lead agent to offer up to 20,000,000 common shares at a
price of $0.15 per share for gross proceeds of up to $3,000,000 (the "Brokered
Private Placement"). In addition, the Agent will have an over-allotment option
exercisable for 30 days following the closing of the Brokered Private
Placement to offer up to an additional 6,700,000 common shares, for up to an
additional $1,005,000 in gross proceeds.
In connection with the Private Placement, Mr. Michael Greenwood, a
director of the Company and the holder of the subordinated loan of
$750,000 announced December 20, 2007, is required to either convert the Loan
into Common Shares at a price that is discounted by 10% from the financing
price or to have the Loan immediately repaid. Mr. Greenwood has agreed with
the Company that he will convert the Loan at a 10% discount to the price per
share of the Private Placement, being $0.135 per share, resulting in the
issuance of 5,555,555 common shares.
It is presently expected that the Non-Brokered Private Placement will be
completed, in one or more tranches, on or before February 28, 2008. It is
presently expected that the Brokered Private Placement will be completed, in
one or more tranches, on or before March 28, 2008.
The securities to be issued pursuant to the Private Placement will be
subject to a four-month hold period. The securities to be issued by the
Company have not and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act"), or the securities laws of any state
of the United States, and may not be offered or sold in the United States
absent registration or any applicable exemption therefrom under the 1933 Act
and the securities laws of all applicable states.
Funds raised will be used by the Company for working capital purposes,
marketing expansion and inventory build up.
The Private Placement may be considered, in part, a related party
transaction within the meaning of Multilateral Instrument 61-101 (MI 61-101),
which has recently superseded Ontario Securities Commission Rule 61-501, on
the basis that insiders of the Company are participating in the Private
Placement. The formal valuation and minority approval requirements set out in
MI 61-101 do not apply to the Private Placement since, amongst other factors,
the Company is not listed on certain specified markets (i.e. the Toronto Stock
Exchange) and the fair market value of the securities to be distributed to
insiders will not exceed $2,500,000.
The Company has seen U.S. sales growth continue at a rapid rate
notwithstanding the U.S. housing market slow down. New markets continue to be
opened and additional professional sales staff have been added in the U.S. to
assist and accelerate in the Company's growth. The Company's Millennium
Decking product line will be utilized and showcased at the "next generation
house" at the upcoming International Building Show, the largest building trade
show in North America being held in Orlando, Florida, February 13-16th 2008.
The Company anticipates that recently completed new production capacity is
sufficient to meet anticipated manufacturing growth with no significant
capital expenditures being required in the next 12 months. Further sales
expansion into Eastern Canada has continued while at the same time the Company
has rationalized its sales force in certain other areas of Canada. The Company
believes it is well positioned to take advantage of the increasing "green"
movement with recycled content now exceeding 90 percent of raw materials
utilized in the Company's manufacturing process. The Company believes that it
will utilize between 8 and 10 million pounds of post-industrial waste in the
next 12 months, which would otherwise most likely be deposited in a landfill.
About Wood Composite
Wood Composite is an Edmonton, Alberta based junior industrial company
focused on the development, manufacture and sale of alternative composite
building materials. Wood Composite has been marketing its business via
Millennium Decking Inc., which is a wholly owned subsidiary of Wood Composite.
Wood Composite maintains certain patents and processes that are proprietary to
the Company which combine recycled polyvinyl chloride (PVC) and wood flour to
produce a unique, attractive, durable and low maintenance exterior decking
product. Wood Composite is listed on the TSX Venture Exchange under the symbol
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities of WCT in any jurisdiction,
including the United States, or to, or for the account or benefit of, U.S.
persons absent U.S. registration or an applicable exemption therefrom, nor
shall there be any sale of such securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. Such securities have not been and
will not be registered under the U.S. Securities Act, 1933, as amended, and
subject to certain exemptions may not be offered or sold in the United States
or to U.S. persons.
Statements set out in this news release that are not historical facts are
forward-looking statements. Forward-looking statements (often, but not always,
identified by the use of words such as "expect", "may", "could", "anticipate"
or "will" and similar expressions) may include expectations, opinions or
guidance that are not statements of fact. Forward-looking statements are based
upon the opinions, expectations and estimates of management of WCT as at the
date the statements are made and are subject to a variety of known and unknown
risks and uncertainties and other factors that could cause actual events or
outcomes to differ materially from those anticipated or implied by such
forward-looking statements. Those factors include, but are not limited to,
risks, uncertainties and other factors that are beyond the control of WCT. In
light of the risks and uncertainties associated with forward-looking
statements, readers are cautioned not to place undue reliance upon
forward-looking information contained in this news release. Assumptions
relating to certain forward-looking information contained in this news release
are set out above in this news release. Although WCT believes that the
expectations reflected in the forward-looking statements set out in this news
release are reasonable, it can give no assurance that such expectations will
prove to have been correct. The forward-looking statements of WCT contained in
this news release are expressly qualified, in their entirety, by this
cautionary statement. The forward-looking statements are made as of the date
of this news release and WCT assumes no obligation to update or revise them to
reflect new events or circumstances, except as expressly required by
applicable securities law. Further information regarding risks and
uncertainties relating to WCT and its securities can be found in the
disclosure documents filed by WCT with the securities regulatory authorities
(including WCT's annual financial statements for the fiscal year ended
September 30, 2007, which was filed on SEDAR on January 25, 2008), available
For further information:
For further information: John Greenwood, President and Chief Executive
Officer, Telephone: (780) 955-3525, Facsimile: (780) 955-7075, Websites:
www.mdecking.com and www.woodcomp.com