Outstanding shares: 79,687,836
QUEBEC CITY, June 27, 2013 /CNW/ - CO2 Solutions Inc. ("CO2 Solutions" or the "Corporation") is pleased to announce its intention to complete a non-brokered
private placement of units of the Corporation (the "Units") at a price of $1,000 per Unit for gross proceeds of up to $1.2
million (the "Offering").
Each Unit will be comprised of (i) $1,000 principal amount of
convertible subordinated redeemable debentures (the "Convertible Debentures") and (ii) 4,167 common share purchase warrants (the "Warrants"). The Convertible Debentures will bear interest at a rate of 10% per
annum payable annually on the anniversary date of the Convertible
Debenture. Interest will be payable, at the option of the Corporation,
in cash or, subject to applicable regulatory approvals, in common
shares of the Corporation (the "Common Shares") at a deemed price per share equal to the market price at the time of
payment. The Convertible Debentures will be convertible at a conversion
price of $0.12 per Common Share and will have a maturity date of June
30, 2016. Each Warrant will entitle its holder to acquire one Common
Share at a price of $0.15 per Common Share for a period of 36 months
following the closing of the Offering.
Proceeds of the Offering will be used by the Corporation for working
capital and general corporate purposes.
The Offering is expected to close on or about July 24, 2013, subject to
the satisfaction of all necessary regulatory approvals, including the
approval of the TSX Venture Exchange, as well as satisfaction of
customary closing conditions provided for in the subscription
agreements. All securities to be issued under the Offering will be
issued pursuant to exemptions from the prospectus requirements of
applicable securities laws and will be subject to a four (4) month
statutory hold period from the date of closing of the Offering.
The Corporation anticipates that certain "related parties" of the
Corporation, namely certain insiders of the Corporation, will
participate in the Offering. The participation in the Offering of such
"related parties" will constitute a "related party transaction" as
defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (Regulation 61-101 respecting Protection of Minority Security Holders in
Special Transactions in Quebec) ("MI 61-101"). The Offering will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of securities being issued to insiders nor the
consideration being paid by insiders will exceed 25% of the
Corporation's market capitalization.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, or for
the account or benefit of U.S. persons (as such term is defined in
Regulation S under the United States Securities Act of 1933, as
About CO2 Solutions Inc.
CO2 Solutions is an innovator in the field of enzyme-enabled carbon capture
and has been actively working to develop and commercialize the
technology for stationary sources of carbon pollution. CO2 Solutions' technology lowers the cost barrier to Carbon Capture,
Sequestration and Utilization (CCSU), positioning it as a viable CO2 mitigation tool, as well as enabling industry to derive profitable new
products from these emissions. CO2 Solutions has built an extensive patent portfolio covering the use of
carbonic anhydrase, or analogues thereof, for the efficient
post‐combustion capture of carbon dioxide with low‐energy aqueous
solvents. Further information can be found at www.co2solutions.com.
CO2 Solutions Forward-looking Statements
Certain statements in this news release may be forward-looking. These
statements relate to future events or CO2 Solutions' future economic performance and reflect the current
assumptions and expectations of management. Certain unknown factors may
affect the events, economic performance and results of operation
described herein. CO2 Solutions undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: CO2 SOLUTIONS INC.
For further information:
Investor and Media Contact:
418-842-3456, ext. 223