CO2 Solutions Announces Closing of Offering

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TSX-V: CST
Outstanding shares: 116,604,591

QUEBEC CITY, June 5, 2015 /CNW Telbec/ - CO₂ Solutions Inc. ("CO₂ Solutions" or the "Corporation") announces the closing of its previously announced offering by way of a private placement (the "Offering"). In connection with the closing of the Offering, the Corporation issued 15,218,400  units (the "Units"), at a price of $0.25 per Unit, representing aggregate gross proceeds of $3,804,600. Each Unit is comprised of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles its holder to acquire one additional Common Share at a price of $0.35 per Common Share until June 5, 2018.

Euro Pacific Canada Inc. ("EPC"), lead agent and bookrunner, and Industrial Alliance Securities Inc. ("IA") acted as agents (collectively, the "Agents") for the Offering pursuant to an agency agreement entered into between EPC, IA and the Corporation. In connection with the Offering, the Corporation paid to the Agents a cash commission of $204,638 and issued 633,500 non-transferable agents' warrants to the Agents, entitling the Agents to purchase 633,500 Units at a price of $0.25 per Unit until June 5, 2018.

The Corporation intends to use the net proceeds of the Offering to fund the operation of its completed pilot plant in Salaberry-de-Valleyfield, Québec, for ongoing negotiations with strategic collaborators  and for general and corporate working capital purposes. 

All securities issued under the Offering are subject to a four (4) month statutory hold period until October 6, 2015.

As previously announced on May 26, 2015, certain "related parties" of the Corporation participated in the Offering and subscribed for an aggregate of 3,258,400 Units. Participation of related parties of the Corporation in the Offering constitutes 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 is 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. The Corporation did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the related parties of the Corporation had not been confirmed at that time.

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 CO₂ Solutions Inc.

CO₂ 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. CO₂ Solutions' technology lowers the cost barrier to Carbon Capture, Sequestration and Utilization (CCSU), positioning it as a viable CO₂ mitigation tool, as well as enabling industry to derive profitable new products from these emissions. CO₂ Solutions has built an extensive patent portfolio covering the use of carbonic anhydrase, or analogues thereof, for the efficient postcombustion capture of carbon dioxide with lowenergy aqueous solvents. Further information can be found at www.co2solutions.com.

About Euro Pacific Canada Inc.

Euro Pacific Canada Inc. is a full service IIROC registered brokerage firm headquartered in Toronto, with offices in Montréal, Vancouver and Tokyo, Japan. The firm offers an integrated platform of corporate finance and advisory services, economic and equity research, institutional sales and trading, and private client services.

CO₂ Solutions Forward-looking Statements

Certain statements in this news release may be forward-looking. These statements relate to future events or CO₂ Solutions' future economic performance and reflect the current assumptions and expectations of management. Forward-looking statements in this news release include, but are not limited to, the Corporation's anticipated use of proceeds. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, general business and economic uncertainties and adverse market conditions as well as those risks set out in the Corporation's public documents filed on SEDAR. Readers are cautioned not to place undue reliance on such forward-looking statements. CO₂ 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.

Investor and Media Contact:Thom Skinner, 418-842-3456, ext. 223, [email protected], www.co2solutions.com