CO2 Solutions Announces Proposed Offering

TSXV: CST
Outstanding shares: 101,261,188

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

QUEBEC CITY, May 26, 2015 /CNW Telbec/ - CO₂ Solutions Inc. ("CO₂ Solutions" or the "Corporation") announces its intention to complete an offering by way of a private placement (the "Offering") for gross proceeds between $3 million and $5 million. Pursuant to the Offering, the Corporation will issue units (the "Units") at a price of $0.25 per Unit. Each Unit will be comprised of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle its holder to acquire one additional Common Share at a price of $0.35 per Common Share for a period of 36 months from the date of issuance. 

Euro Pacific Canada Inc. (the "Agent") will act as lead agent and bookrunner for the Offering pursuant to an agency agreement to be entered into between the Agent and the Corporation.

To date, subject to completion of necessary documentation, indication of interest from potential subscribers to purchase at least 12,540,000 Units for total gross proceeds of at least $3,135,000 have been received.

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.

The Offering is expected to close on or about June 5, 2015, 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 to be provided for in an agency agreement. 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 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 Corporation expects that 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 the related parties nor the consideration being paid by related parties 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).

Corporate Update

The Corporation intends to disclose its results for the third quarter ended March 31, 2015 by the end of May 2015 upon approval thereof by its board of directors. The Corporation expects that the results for the third quarter ended March 31, 2015 will be consistent with the results of the Corporation for previous comparable quarters.

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 economic and equity research, institutional sales and trading, investment banking 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 terms of the Offering, the successful completion of the Offering, the Corporation's anticipated use of proceeds and the expected timing for closing of the Offering. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, failure to obtain TSX Venture Exchange approval of the Offering, 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. No assurance can be given that the Offering will be completed as described, or at all. 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