OTTAWA, Oct. 25, 2012 /CNW/ - Seprotech Systems Incorporated (TSX-V: SET; "Seprotech" or the "Company") is pleased to advise that at the Company's special meeting of shareholders held on October 24, 2012, the shareholders approved, subject to the final approval of the TSX Venture Exchange ("TSX.V"), the proposed acquisition of WESA Group Inc. ("WESA"). The resolution was approved by a majority of the votes cast by shareholders, excluding the votes cast by any shareholders required to be excluded from voting.
The shareholders also approved the following:
|a.||The change of name of the Company to "BluMetric Environmental Inc."|
|b.||The consolidation of the common shares of the Company on a 1-for-10 basis|
|c.||The reduction in stated capital of the Company to $1|
|d.||An amendment to the Share Option Plan of the Company increasing the number of shares that may be issued thereunder to 3,200,000 (after giving effect to the share consolidation). Certain Insiders and their affiliates were excluded from voting on the amendment.|
Pursuant to the share exchange agreement, Seprotech will acquire 100% of privately held WESA in a reverse takeover (the "Transaction"). Upon completion of the Transaction, the combined entity (the "Resulting Issuer") is expected to be a leading provider of earth science and environmental engineering services, and wastewater and water treatment systems. The intent is to build an integrated product and service organization that provides intelligent solutions to complex environmental problems both in Canada and abroad.
Remaining Conditions to Completion of the Transaction
The Transaction is subject to a number of terms and conditions, including the final approval of the TSX.V and other relevant regulatory authorities, and various other customary conditions that must be satisfied prior to closing, which is expected to take place no later than December 31, 2012. The Resulting Issuer will also be required to complete a concurrent brokered private placement of common shares for aggregate gross proceeds of not less than $1 million, or more than $2 million, at a price per share to be negotiated.
Trading in Seprotech common shares will remain halted pending the satisfaction of all applicable requirements of the TSX.V. There can be no assurance that trading in Seprotech common shares will resume prior to the completion of the Transaction. Further details concerning the Transaction, WESA (including additional financial information) and other matters were included in the management proxy circular which was distributed to shareholders of Seprotech in advance of the special meeting of shareholders, and which is available at www.sedar.com.
WESA was founded in 1978 under the laws of Ontario. WESA is a professional services company focussed on environmental earth sciences, water resources, waste management, occupational health, safety and hygiene and renewable energy needs of industry and all levels of government. WESAtech, a wholly owned subsidiary, supplies water treatment systems to industry. More information can be obtained at www.wesa.ca .
Seprotech is a provider of engineered water and wastewater treatment solutions to the municipal/land development sector, the resource sector and the military marketplace. Its products include the Reverse Osmosis water purification systems, ROTORDISK® biological sewage treatment package plants and CrystalBlue™ membrane-based water recycling systems. More information can be obtained at www.seprotech.com .
This news release contains certain "forward-looking statements" within the meaning of applicable securities laws. Seprotech has made numerous assumptions regarding, among other things, the ability of Seprotech and WESA to satisfy all the closing conditions, including the proposed private placement, to complete the Transaction. Readers are cautioned that the plans, intentions or expectations disclosed in any forward-looking statements and underlying assumptions may not be achieved and that readers should not place undue reliance on any forward-looking statement, each of which is expressly qualified in its entirety by this cautionary statement. Although Seprotech believes that the expectations conveyed by the forward-looking information are reasonable based on information currently available to it, these statements are not guarantees and involve a number of risks, uncertainties and assumptions, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. Many factors could cause results to differ materially from those stated including, but not limited to: the Transaction may not be completed upon the terms contemplated herein, or at all; the possibility of not satisfying all of the closing conditions, including the proposed private placement, to complete the Transaction; difficulties or delays in obtaining regulatory approvals; the ability of WESA or Seprotech to retain existing customer contracts; risks related to integration upon the completion of the Transaction; and the ability to retain and obtain qualified staff as well as various other factors which are discussed in Seprotech's filings with applicable securities regulatory authorities at www.sedar.com . Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, Seprotech disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
Completion of the Transaction is subject to a number of conditions, including, but not limited to, acceptance by the TSX.V. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management proxy circular of Seprotech to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSX.V has in no way passed upon the merits of the proposed Transaction, and neither TSX.V nor its Regulation Services Provider (as that term is defined in the policies of the TSX.V) accepts responsibility for the adequacy or accuracy of this release. The TSX.V has neither approved nor disapproved of the information contained herein.
SOURCE: Seprotech Systems Incorporated
For further information:
Mr. Ian W. Malone, CFO
Tel: (613) 523-1641
Fax: (613) 731-0851