TSX-V: CST Outstanding shares: 79,687,836
QUEBEC CITY, June 27, 2013 /CNW/ - CO 2 Solutions Inc. (" CO 2 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 amended). About CO 2 Solutions Inc. CO 2 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. CO 2 Solutions' technology lowers the cost barrier to Carbon Capture, Sequestration and Utilization (CCSU), positioning it as a viable CO 2 mitigation tool, as well as enabling industry to derive profitable new products from these emissions. CO 2 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. CO 2 Solutions Forward-looking Statements Certain statements in this news release may be forward-looking. These statements relate to future events or CO 2 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. CO 2 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 law. 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.