Xebec Adsorption Inc. ("Xebec" or the "Corporation") (TSXV:XBC) is
pleased to announce that it has entered into an agreement with a
syndicate of underwriters led by Desjardins Capital Markets (the
“Underwriters”) pursuant to which the Underwriters have agreed to
purchase on a bought deal basis 7,200,000 units (the “Units”) at a
price of $1.40 per Unit (the “Offering Price”) for aggregate gross
proceeds to Xebec of $10,080,000 (the “Offering”).
Each Unit will consist of one common share of
the Corporation (a "Common Share") and one common share purchase
warrant (each common share purchase warrant, a "Warrant"). Each
Warrant will entitle the holder thereof to purchase one Common
Share, at a price of $1.85 per Common Share, for a period of 12
months from the closing date of the Offering.
The Corporation has granted the Underwriters an
option, exercisable, in whole or in part, at any time until and
including 30 days following the closing of the Offering, to
purchase up to an additional 15% of the Offering at the Offering
Price to cover over-allotments, if any. The Underwriters can elect
to exercise the Over-Allotment Option for Units only, for Warrants
only, or any combination thereof. If the Over-Allotment Option is
exercised in full, the total gross proceeds of the Offering will be
$11,592,000.
The Units will be offered by way of short form
prospectus to be filed in each of the provinces of Canada and in
the United States by way of private placement pursuant to the
exemption from registration provided for under Rule 144A of the
United States Securities Act of 1933, as amended, and in such other
jurisdictions outside of Canada and the United States as are agreed
to by the Corporation and the Underwriters, in each case provided
that no prospectus, registration statement or other similar
document is required to be filed in such jurisdiction and that the
Corporation will not be or become subject to any continuous
disclosure obligations in such jurisdiction.
The Corporation intends to use the net proceeds
from the Offering to develop and invest in new RNG projects, to
expand its monitoring and service capabilities through selective
acquisitions and for general corporate purposes.
The Offering is expected to close on or about
July 4, 2019 (the "Closing Date") and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and stock exchange approvals, including the
approval of the TSX Venture Exchange and the applicable securities
regulatory authorities.
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 the United States or in any other
jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities have not been registered under the U.S.
Securities Act of 1933, as amended, and applicable U.S. state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements thereunder.
For more information:Xebec
Adsorption Inc.Sandi Murphy, Director, Investor Relations and
Marketing+1 450.979.8718 smurphy@xebecinc.com
Kurt Sorschak, President and Chief Executive
Officerksorschak@xebecinc.com
About Xebec Adsorption Inc.
Xebec Adsorption Inc. is a global provider of gas generation,
purification and filtration solutions for the industrial, energy
and renewables marketplace. Its customers range from small to
multi-national corporations and governments looking to reduce their
carbon footprints. Headquartered in Montreal (QC), Xebec designs,
engineers and manufactures innovative and transformative products,
and has more than 1,500 customers worldwide. With two manufacturing
facilities in Montreal and Shanghai, as well as a sales and
distribution network in North America, Europe, and Asia, Xebec
trades on the TSX Venture Exchange under the symbol XBC. For
additional information on the Corporation, its products and
services, visit Xebec at xebecinc.com.
Cautionary Statement Neither
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accept
responsibility for the adequacy or accuracy of this release. This
news release contains forward-looking statements and
forward-looking information (together, “forward-looking
statements”) within the meaning of applicable securities laws. All
statements, other than statements of historical facts, are
forward-looking statements and subject to risks and uncertainties.
Generally, forward-looking statements can be identified by the use
of terminology such as “plans”, “seeks”, “expects”, “estimates”,
“intends”, “anticipates”, “believes”, “could”, “might”, “likely” or
variations of such words, or statements that certain actions,
events or results “may”, “will”, “could”, “would”, “might”, “will
be taken”, “occur”, “be achieved” or other similar expressions.
Forward-looking statements, including statements concerning future
capital expenditures, revenues, expenses, earnings, economic
performance, indebtedness, financial condition, losses and future
prospects as well as the expectations of management of Xebec with
respect to information regarding the business and the expansion and
growth of Xebec operations, involve risks, uncertainties and other
factors that could cause actual results, performance, prospects and
opportunities to differ materially from those expressed or implied
by such forward-looking statements. Forward-looking statements are
subject to business and economic factors and uncertainties, and
other factors that could cause actual results to differ materially
from these forward-looking statements, including the relevant
assumptions and risks factors set out in Xebec's public documents,
including in the most recent annual management discussion and
analysis and annual information form, filed on SEDAR at
www.sedar.com. Furthermore, should one or more of the risks,
uncertainties or other factors materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in forward-looking statements or information.
These risks, uncertainties and other factors include, among others,
the uncertain and unpredictable condition of the global economy,
Xebec’s capacity to generate revenue growth, a limited number of
customers, and other factors. Although Xebec believes that the
assumptions and factors used in preparing the forward-looking
statements are reasonable, undue reliance should not be placed on
these statements, which only apply as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed times frames or at all. Except where required by
applicable law, Xebec disclaims any intention or obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
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