GUELPH, ON, April 23, 2012 /CNW/ - BIOREM Inc. (TSXV:BRM) is pleased to announce a proposed private placement of up to 1,400 Units at a price per Unit of $1,000 for gross proceeds of up to $1.4 million. Each Unit will consist of $1,000 principal amount of 8.00% convertible extendible secured subordinated debentures (the "Debentures") with a maturity date 2 years from the date of issuance and 2,808 common share purchase warrants (the "Warrants"). The Debentures will be convertible into fully paid and non-assessable Common Shares of the Company at the option of the holder at any time over their term at a price of $0.178 per Common Share. The maturity date of the Debentures can be extended to the fifth anniversary date of the issuance date of the Debentures by holders of 66.67% of the then outstanding principal amount of Debentures. The Debentures can be prepaid in full at any time by the Company upon giving holders 15 days notice of prepayment. Each Warrant entitles the holder to purchase one common share at a price of $0.178 per share for a period of two (2) years from issuance. All securities issued pursuant to the Private Placement will be subject to a four month hold pursuant to applicable securities legislation. The private placement is subject to raising a minimum of $500,000 of gross proceeds. The private placement is expected to close (by way of one or more closings) within the next forty-five days and is subject to regulatory approval. An initial closing in respect of the private placement and in respect of an amount in excess of the minimum amount of gross proceeds is currently expected to occur on or before April 30, 2012. BIOREM intends to use the proceeds from the private placement for working capital and general corporate purposes.
BIOREM anticipates that insiders may subscribe for greater than 25% of the private placement. The issuance of Units to insiders pursuant to the private placement is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. Biorem intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(c) and 5.7(b) of Multilateral Instrument 61-101 on the basis that the private placement constitutes a distribution of securities for cash to insiders which is within the parameters of those sections.
About BIOREM Inc.
BIOREM is a leading clean technology company that designs, manufactures and distributes a comprehensive line of high-efficiency air emissions control systems used to eliminate odors, volatile organic compounds (VOCs), and hazardous air pollutants (HAPs). With sales and manufacturing offices across the continent, a dedicated research facility, a worldwide sales representative network and more than 600 installed systems worldwide, BIOREM offers state-of-the-art technology-based products and peace of mind for municipalities, industrial companies and their surrounding communities. Additional information on Biorem is available on our website at www.biorem.biz.
Neither 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.
For further information:
Peter Bruijns, Chief Executive Officer
Tel: (519) 767-9100