Xebec Completes its Previously Announced Private Placement
/NOT FOR DISTRIBUTION THROUGH U.S.NEWSWIRE SERVICES OR DISSEMINATION IN THE U.S./
MONTREAL, Nov. 2 /CNW Telbec/ - Xebec Adsorption Inc. (TSX: XBC) ("Xebec"), a provider of biogas upgrading as well as natural gas and hydrogen purification solutions, announces the completion of its private placement of units (the "Offering") previously announced on October 25, 2010. Pursuant to the terms of the Offering, Xebec issued a total of 9,491,886 units (the "Units") at a price of $0.40 per Unit for gross proceeds of $3,796,754. Each Unit consisted of one common share of Xebec ("Common Share") and one common share purchase warrant ("Warrant"). The proceeds will be used for working capital and general corporate purposes.
Each Warrant entitles the holder thereof to purchase one additional Common Share from treasury at an exercise price of $0.45 for a period of 60 months from closing. The Warrants are subject to an accelerated expiry if, at any time after December 31, 2010, the published closing trade price of the Common Shares on the Toronto Stock Exchange ("TSX") is equal or superior to $0.75 for any 20 consecutive trading days, in which event Xebec may give the holder a written notice that the Warrants will expire at 5:00 p.m. (Toronto Time) on the 30th day from the receipt of such notice. The private placement was made on a best efforts basis by Laurentian Bank Securities Inc. and Canaccord Genuity Corp. (collectively, the "Agents").
The Agents received a commission relating to the Offering in the form of an aggregate of 600,000 Units. As additional consideration for the Agents' services rendered in connection with the Offering, the Agents were granted non-transferable options to purchase 566,250 Common Shares at an exercise price of $0.40 per Common Share for a period of eighteen months following the date of closing of the Offering.
Special Situations Fund (the "Funds"), a group of funds advised by AWM Investment Company, Inc. purchased 2,500,000 Units pursuant to the Offering. Following completion of the Offering, the Funds are now direct and indirect holders of over 10,744,900 Common Shares, representing approximately 23.8% of the issued and outstanding Common Shares (on a non-diluted basis).
Pursuant to the rules of the TSX, the Offering required the approval of the shareholders of Xebec. In accordance with Subsection 604(d) of the TSX Company Manual, Xebec obtained such approval by way of written consent of Xebec's disinterested shareholders representing approximately 61% of its Common Shares, excluding the Common Shares held by insiders participating in the Offering.
Xebec now has 45,198,116 Common Shares issued and outstanding.
Cautionary Statement
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, in the United States the securities referenced herein. Such securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or applicable state securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirement under the U.S. Securities Act and applicable state securities laws.
About Xebec Adsorption Inc.
Xebec Adsorption Inc. is a global provider of clean energy solutions to corporations and governments looking to reduce their carbon footprints. With more than 1,300 customers worldwide, Xebec designs, engineers and manufactures innovative products that transform raw gases into marketable sources of clean energy. Xebec's strategy is focused on establishing leadership positions in markets where demand for biogas upgrading, natural gas dehydration and hydrogen purification is growing. Headquartered in Montreal (QC), Xebec is a global company with two state-of-the-art manufacturing facilities in Montreal and Shanghai, a R&D facility in Vancouver (BC) as well as a sales and distribution network in North America, Asia and Europe. Xebec (www.xebecinc.com) trades on the TSX under the symbol XBC.
Caution Concerning Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking" statements within the meaning of applicable securities laws. This forward looking information includes, but is not limited to, the expectations and/or claims of management of Xebec with respect to information regarding the business, operations and financial condition of Xebec. Forward-looking information contained in this press release involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Xebec or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. This list is not exhaustive of the factors that may affect forward-looking information contained in this press release. When used in this press release, such statements use such words as "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "will" and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this presentation. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements.
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For further information:
Xebec Adsorption Inc.:
Kurt Sorschak
President and CEO
450-979-8701
[email protected]
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