TSX VENTURE : TCX
TORONTO, ONTARIO–(Marketwired – April 16, 2014) –
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
ThermoCeramix Corporation (TSX VENTURE:TCX) (the “Corporation“) is pleased to announce that the Corporation has entered into an agreement pursuant to which a syndicate of underwriters led by GMP Securities L.P. and including Beacon Securities Ltd. (collectively, the “Underwriters“) have agreed to purchase, or arrange for substituted purchasers to purchase, on a bought deal private placement basis, 6,000,000 common shares (the “Common Shares“) of the Corporation at an issue price of $1.25 per Common Share (the “Offering Price“), for gross proceeds to the Corporation of $7,500,000 (the “Offering“). The Corporation has also granted the Underwriters an option (the “Option“) to purchase up to an additional 2,000,000 Common Shares from the Corporation on the same terms, which Option is exercisable at any time up to 48 hours prior to the closing of the Offering.
The gross proceeds raised from the Offering will be $10,000,000 if the Option is exercised in full. The Common Shares will be offered in the provinces of Alberta, British Columbia, Ontario and Quebec and in such other jurisdictions where the Common Shares can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
The Corporation intends to use the net proceeds raised from the Offering for research and development costs, intellectual property expenses, finance and marketing costs, and general corporate purposes.
The Underwriters will be paid an aggregate commission of 6.75% of the gross proceeds from the sale of the Common Shares. The Corporation will also grant to the Underwriters compensation warrants (the “Compensation Warrants“) in an amount equal to 6.75% of the total number of Common Shares sold pursuant to the Offering. Each Compensation Warrant may be exercised to acquire one Common Share at the Offering Price, during a period of eighteen (18) months following the closing of the Offering.
Louis J. Maroun, a director of the Corporation, intends to acquire approximately 160,000 Common Shares in connection with the Offering.
The Offering is expected to close on or about May 5, 2014 (the “Closing Date“) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange. All Common Shares issued pursuant to the Offering will be subject to a statutory hold period of four months from the Closing Date pursuant to applicable securities laws.
About ThermoCeramix Corporation
The Corporation is an engineering company incorporated under the Ontario Business Corporations Act. The Corporation is engaged in the research and development of heating solutions for industrial, commercial and residential applications. These solutions utilize TCX™ film heater technology, a patented and proprietary technology for which the Corporation holds a patent portfolio.
Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release is intended for distribution in Canada only and is not intended for distribution to the United States newswire services or dissemination in the United States. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction.
Certain information set forth in this press release may contain “forward-looking statements” or “forward-looking information” under applicable securities laws. Except for statements of historical fact, certain information contained herein may constitute forward-looking statements. Any such forward-looking statements may be identified by words such as “will”, “expects”, “anticipates”, “believes”, “projects”, “plans” and similar expressions. Any such statements are not guarantees of future performance and undue reliance should not be placed on them. Any such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Corporation’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. There can be no assurance that any such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.