Viridis Energy Announces Private Placement of Convertible Notes
August 10 2011 - 9:00AM
Marketwired
Viridis Energy Inc. ("Viridis" or the "Company") (TSX VENTURE: VRD)
(OTCQX: VRDSF), a "Cleantech" manufacturer and distributor of
alternative energy providing biomass fuel to global residential and
industrial markets, announced today that it has arranged a
non-brokered, private placement (the "Private Placement") of
$3,922,000 in a secured convertible note to Cornwall Investments
LLC ("Cornwall"). Cornwall is a US based institutional investor
with an expertise in the hedge fund support and commodities
industries that makes investments in both public and private
entities. The transaction is subject to the acceptance for filing
by the TSX Venture Exchange.
The Company previously announced that it raised $3,078,000 in
two tranches of a private investment in public entity (PIPE)
transaction in its news releases dated July 5, 2011 and July 27,
2011, respectively. Taken together, the aggregate gross proceeds
from the previous private placement of units and this private
placement of a convertible note will be $7,000,000. The proceeds
from the private placements will be used for general corporate
purposes.
Pursuant to the loan agreement, the amounts owing by the Company
will be evidenced by transferrable secured convertible notes,
repayable on or before that date which is two years from the date
of issuance and will bear interest at the rate of 6% per annum,
calculated yearly. The convertible note may be converted at any
time at the option of the Company or Cornwall into Units of the
Company, at a conversion rate of one Unit for each $0.25 of
indebtedness owing, to a maximum of an aggregate 17,627,036 Units.
However, the convertible note may not be converted without the
prior approval of the TSX Venture Exchange if, upon such
conversion, Cornwall would hold 20% or more of the issued and
outstanding voting securities.
Each Unit issuable upon conversion of the convertible note will
be comprised of one common share and one-half of a common share
purchase warrant, with each whole warrant exerciseable at $0.40 per
share for a period of 24 months from issuance. Notwithstanding the
foregoing, in the event that the Company's common shares trade at a
price of $1.20 or more for a period of 30 consecutive days, the
Company may reduce the exercise period of such warrants by way of
written notice, and in such event the exercise period will be of
the first to occur of the following dates: (a) the later of: (i) 30
days from the date of such written notice; and ii) 30 days from the
date on which Cornwall receives the prior approval of the TSX
Venture Exchange to hold 20% or more of the Company's issued and
outstanding voting securities; and (b) the original exercise
period.
The convertible note will be secured by a general security
interest in all of the assets of the Company, which will be
subordinated to the existing security interests of the Company.
Commenting on the investment, Chris Robertson, Viridis' CEO,
said, "Cornwall's principals have strong backgrounds in the
forestry industry and an in-depth understanding of the wood pellet
business. Coupled with their expertise in commodities, we perceive
the decision to increase their investment in Viridis as an
indication of their belief in the prospects for the wood pellet
industry and confidence in Viridis' management."
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 a jurisdiction in which such an offer, solicitation
or sale would be unlawful.
About Viridis Energy Inc.
Viridis Energy Inc. (TSX VENTURE: VRD) is a publicly traded,
"Cleantech" alternative energy company specializing in the
agricultural and wood waste biomass. Located in Vancouver, B.C.,
Viridis Energy operates Cypress Pacific Marketing and Okanagan
Pellet Company, two acquisitions in the wood pellet sector, thus
providing the company with vertical integration for distribution
and manufacturing.
For more information on Viridis Energy Inc. please refer to the
company website at www.viridisenergy.ca.
Forward-looking Statements
Certain statements in this release are forward-looking
statements, which reflect the expectations of management regarding
the Company's future operations. Forward-looking statements consist
of statements that are not purely historical, including any
statements regarding beliefs, plans, expectations or intentions
regarding the future. Such statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur or, if
they do occur, what benefits the Company will obtain from them.
These forward-looking statements reflect management's current views
and are based on certain expectations, estimates and assumptions
which may prove to be incorrect. A number of risks and
uncertainties could cause our actual results to differ materially
from those expressed or implied by the forward-looking statements,
including: (1) a continued downturn in general economic conditions
in North America and internationally, (2) the inherent
uncertainties associated with the demand for biofuels, (3) the risk
that the Company does not execute its business plan, (4) inability
to finance operations and growth (5) inability to retain key
management and employees, (6) ; an increase in the number of
competitors with larger resources, and (7) other factors beyond the
Company's control. These forward-looking statements are made as of
the date of this news release and the Company intends to update
such forward looking information in the Company's MD&A in the
event that actual results differ materially from such
forward-looking statements contained herein. Additional information
about these and other assumptions, risks and uncertainties are set
out in the "Risks and Uncertainties" section in the Company's
MD&A filed with Canadian security regulators.
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.
Contacts: Grannus Financial Advisors, Inc. Yvonne L. Zappulla
Managing Director 212-681-4108 Yvonne@GrannusFinancial.com Viridis
Energy Inc. Michele Rebiere Chief Financial Officer 905-847-5226
investorinfo@viridisenergy.ca www.viridisenergy.ca
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