Under the terms of the offering, the Agents will sell, on a best efforts private placement basis, units of the Company priced at C$2.00 per unit. The private placement offering is expected to generate minimum gross proceeds of C$5 million.
Each unit will be comprised of one common share of the Company and one common share purchase warrant (the "Warrants"). Each whole Warrant will entitle the holder to purchase, subject to adjustment in accordance with its terms, one half of one common share of the Company at an exercise price of C$2.20 per share at any time within 24 months following the closing of the offering. The offering is expected to close on or about April 20, 2010. Pursuant to applicable Canadian securities laws, the common shares and Warrants issued under the offering will be subject to a four-month hold period from the time of closing of the offering.
The net proceeds of the offering will be used for further development, production and sales of the Company's product lines and for general corporate purposes.
Under the terms of the offering, the Company has agreed that, subject to confirmation of all applicable tax, corporate and regulatory matters, on or prior to August 31, 2010, the Company will take steps to complete a corporate reorganization that, if completed, would be expected to result in the removal of the ".s" designation from its trading symbol (the "Reorganization"). If the Company fails to complete the Reorganization on or prior to August 31, 2010, the Warrants will be deemed to be automatically amended such that each Warrant will thereupon entitle the holder to purchase, at any time within 24 months following the closing of the offering, one common share at a price of C$2.20 per share. The Reorganization will be subject to all necessary regulatory and shareholder approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.
The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.
The Agents will receive a commission of 6.0% of the gross proceeds raised under the offering.
The securities to be offered under the offering have not been registered under the United States Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities will be offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the Act and may not be resold in the United States or to U.S. persons unless registered under the Act or pursuant to an exemption from registration under the Act.