/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
CALGARY, Oct. 12, 2012 /CNW/ - Seair Inc. (TSXV:SDS) ("Seair") is pleased to announce a brokered private placement offering, on a commercially reasonable efforts basis, for gross proceeds of at a minimum of $3,000,000 up to a maximum of $10,000,000 (the "Offering") to be led by Acumen Capital Finance Partners Limited (the "Agent").
The Offering will comprise the sale of units ("Unit") at a price of $0.30 per Unit. Each Unit will consist of one common share ("Common Share") of Seair and one non-transferable share purchase warrant ("Warrant"). Each full warrant entitles the holder to acquire an additional Common Share of Seair at a price of $0.40 at any time within 12 months of issuance. The Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange.
The securities comprising the Units will be offered to purchasers resident of British Columbia, Alberta, Saskatchewan, and Ontario, in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The Offering is subject to certain conditions, including the restructuring of a minimum amount of the outstanding debentures in the amount of $8,800,000 maturing October 31, 2012, into Units on the terms of the Offering or into new debentures with coupon of 8% maturing in up to two years, convertible into Common Shares at $0.40 per share, and with a forced conversion provision if after six months from the closing date the 20 day moving average trading price for the Common Shares is greater than $0.45 per share. The securities issued upon the closing of the Offering will be subject to a four month hold period from the date of issue. The proceeds from the sale of each Unit will be used to reduce corporate indebtedness and for working capital purposes. Insiders of Seair may participate in the Offering. The closing of the Offering is expected to occur on or about October 29, 2012.
All transactions contemplated herein are subject to securities regulatory approvals. The securities of Seair Inc. have not been registered under the United States Securities Act of 1933, as amended, or the securities laws of any U.S. State, and may not be offered or sold in the United States or to any "US Person" (as defined in Regulation S under the Securities Act of 1933) absent registration or an exemption from registration.
Seair Inc. (TSX.V:SDS) develops proprietary equipment that diffuses gases, such as oxygen, ozone and carbon dioxide, into liquids. Seair's patented technologies can produce micron size bubbles which are more efficient than other diffusion technologies. The result is a stable condition, where gases remain in solution for extended periods of time, leading to increased productivity and lower operating costs. This, in turn, facilitates gas-based treatment of complex and challenging wastewater and allows Seair to provide full water reuse and closed loop systems.
Seair applications include frac and produced water treatment, efficient treatment of industrial ponds, mine dewatering, end-to-end sewage treatment for permanent residential communities and remote work camps, golf course irrigation and pond treatment, and oil sands/SAGD water solutions.
Statement Regarding Forward Looking Information
This news release of Seair contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Seair's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this document include statements regarding Seair's expectations regarding the regulatory approval of the Offering, closing of the Offering and the use of proceeds from the Offering. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Seair's expectations. Seair undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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 news release.
SOURCE: SEAIR Inc.
For further information:
John Goetz, Director
(403) 268-7167 (work)