/Not for Distribution to United States Newswire Services or for Dissemination in the United States/
TORONTO, Aug. 8, 2012 /CNW/ - BlueScout Technologies ( (TSX-V: SCT) is pleased to announce a brokered private placement of "Special Warrants" for gross proceeds of up to $5 million (the "Offering") of special warrants (the "Special Warrants") at a price of $0.06 per Special Warrant. Stifel Nicolaus Canada, Inc. is leading the Offering. along with Fraser Mackenzie, Ltd.. (collectively, the "Agents").
Key Points of the Financing:
- BlueScout intends to use the proceeds to take its flagship product, the OCS-210, into substantially larger volume production, expand data generation and analysis in partnership with key customers and for general working capital. The OCS-210, an optical control system for wind turbines, increases revenue for the wind turbine owner while reducing turbine wear. Deployments of the OCS-210 have generated approximately 250,000 hours of field experience. This financing is timed to coincide with the acceleration of commercially significant orders.
- The entire BlueScout management team will be participating in this financing, contributing approximately 10% of the Offering. The newer members of management, demonstrating a strong belief in BlueScout, will be contributing a large percentage of these funds.
- Hunter-Hall, the company's largest shareholder, will be participating to maintain their pro-rata share of the company on a fully-diluted basis.
- Each Special Warrant will entitle the holder, upon exercise of each Special Warrant, to receive one common share of the Company (a "Special Warrant Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one common share (a "Warrant Share") at a price of $0.10 per Warrant Share for a period of 36 months from the closing of the Offering.
Jo Major, Chief Executive Officer of BlueScout comments, "This is unique for our employees and investors. We've changed the very foundations of the company, developing a lean cost structure and engineering a reliable system with compelling economics for our customers and the wind industry. Our management team sees making this investment alongside our investors as a great opportunity."
Structure of the Financing:
The Company will pay the Agents a cash fee equal to 6.0% of the gross proceeds of the Offering and compensation warrants equal to 6.0% of the total number of Special Warrants sold under the Offering. The Agents will be granted an option to cover over-allotments, exercisable two days prior to closing of the Offering, to purchase up to an additional 15% of the base Offering
The Special Warrants will be exercisable at any time after the closing of the Offering (for no additional consideration) and all unexercised Special Warrants will be deemed to be exercised on the earlier of: (a) the date that is four months and one day following the closing of the Offering, and (b) the third business day after a receipt is issued for a final prospectus qualifying for distribution of the Special Warrant Shares and Warrants issuable on exercise of the Special Warrants
The Company will use commercially reasonable efforts to obtain a receipt for a final prospectus within 45 days following the closing of the Offering. If a receipt is not obtained within that period, each unexercised Special Warrant will thereafter entitle the holder to receive (for no additional consideration) an additional 10% of the Special Warrant Shares and Warrants otherwise issuable, which would consist of 1.10 Special Warrant Shares (instead of one Special Warrant Share) and 1.10 Warrants (instead of one Warrant).
Pursuant to applicable Canadian securities laws, until a receipt is issued for the prospectus the Special Warrants and any Special Warrant Shares and Warrants issuable on exercise thereof will be subject to a four-month hold period from the closing of the Offering.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities in the United States. Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended, and applicable state securities laws, or an available exemption from such registration requirements.
BlueScout Technologies (TSX-V: SCT) increases energy production and decreases operating costs by applying groundbreaking microgeographical wind flow sensing to turbine control systems that increases the effectiveness and availability of wind turbines. BlueScout combines precise, optically based wind forecasting with advanced predictive control architectures to ready the turbine for the imminent wind inflow changes - optimizing energy production and reducing the harmful effects of wind turbulence on the turbine. With extensive operating data on multiple wind turbine models, BlueScout is the leading, value-added innovator in wind turbine performance and optimization.
The team consists of experienced high-tech, R&D and manufacturing engineers; innovative entrepreneurs and proven leaders. The BlueScout team has unique expertise and shares a firm commitment, as part of the wind power industry, to continuously improve the reliability of wind power generation through innovation. For more information, visit www.BlueScout.com.
This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this news release, include, but are not limited to, economic performance and future plans and objectives of BlueScout Technologies. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although BlueScout Technologies believes that the assumptions and factors used in making the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed timeframes or at all. BlueScout Technologies disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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.
BlueScout and the BlueScout logo are trademarks of BlueScout Technologies, Inc. All other trademarks are the property of their respective owners.
SOURCE: Catch the Wind Ltd.
For further information:
BlueScout Technologies, Inc.
John E. Green, Chief Financial Officer
+1 703-956-6554 ext. 103
Lawrence Chamberlain, Investor Relations
+1 416-815-0700 ext. 257