BlueScout Offers Special Warrant Financing Opportunity
August 07 2012 - 2:02PM
PR Newswire (Canada)
/Not for Distribution to United States Newswire Services or for
Dissemination in the United States/ TORONTO, Aug. 8, 2012 /CNW/ -
BlueScout Technologies is pleased to announce a brokered private
placement of "Special Warrants" for gross proceeds of up to $5
million (the "Offering"). Stifel Nicolaus Canada, Inc., is leading
the Offering along with Fraser Mackenzie, Ltd,. (collectively, the
"Agents"). Key Points of the Financing: -- BlueScout intends to use
the proceeds to take its flagship product, the OCS-210, into
substantially larger volume production, expand data generation and
analysis in partnership with key customers and for general working
capital. The OCS-210, an optical control system for wind turbines,
increases revenue for the wind turbine owner while reducing turbine
wear. Deployments of the OCS-210 have generated approximately
250,000 hours of field experience. This financing is timed to
coincide with the acceleration of commercially significant orders.
-- The entire BlueScout management team will be participating in
this financing, contributing approximately 10% of the Offering. The
newer members of management, demonstrating a strong belief in
BlueScout, will be contributing a large percentage of these funds.
-- Hunter-Hall, the company's largest shareholder, will be
participating to maintain their pro-rata share of the company on a
fully-diluted basis. -- Each Special Warrant will entitle the
holder, upon exercise of each Special Warrant, to receive one
common share of the Company (a "Special Warrant Share") and one
common share purchase warrant (a "Warrant"). Each Warrant will
entitle the holder to acquire one common share (a "Warrant Share")
at a price of $0.10 per Warrant Share for a period of 36 months
from the closing of the Offering. Jo Major, Chief Executive Officer
of BlueScout comments, "This is unique for our employees and
investors. We've changed the very foundations of the company,
developing a lean cost structure and engineering a reliable system
with compelling economics for our customers and the wind industry.
Our management team sees making this investment alongside our
investors as a great opportunity." Structure of the Financing: The
Company will pay Stifel Nicolaus Canada, Inc. and Fraser Mackenzie,
Ltd., (collectively the "Agents") a cash fee equal to 6.0% of the
gross proceeds of the Offering and compensation warrants equal to
6.0% of the total number of Special Warrants sold under the
Offering. The Agents will be granted an option to cover
over-allotments, exercisable two days prior to closing of the
Offering, to purchase up to an additional 15% of the base Offering
The Special Warrants will be exercisable at any time after the
closing of the Offering (for no additional consideration) and all
unexercised Special Warrants will be deemed to be exercised on the
earlier of: (a) the date that is four months and one day following
the closing of the Offering, and (b) the third business day after a
receipt is issued for a final prospectus qualifying for
distribution of the Special Warrant Shares and Warrants issuable on
exercise of the Special Warrants The Company will use commercially
reasonable efforts to obtain a receipt for a final prospectus
within 45 days following the closing of the Offering. If a receipt
is not obtained within that period, each unexercised Special
Warrant will thereafter entitle the holder to receive (for no
additional consideration) an additional 10% of the Special Warrant
Shares and Warrants otherwise issuable, which would consist of 1.10
Special Warrant Shares (instead of one Special Warrant Share) and
1.10 Warrants (instead of one Warrant). Pursuant to applicable
Canadian securities laws, until a receipt is issued for the
prospectus the Special Warrants and any Special Warrant Shares and
Warrants issuable on exercise thereof will be subject to a
four-month hold period from the closing of the Offering. The
Offering is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals, including the
final approval of the TSX Venture Exchange. This news release does
not constitute an offer to sell or the solicitation of an offer to
buy any of these securities in the United States. Securities may
not be offered or sold in the United States absent registration
under the United States Securities Act of 1933, as amended, and
applicable state securities laws, or an available exemption from
such registration requirements. About BlueScout BlueScout
Technologies increases energy production and decreases operating
costs by applying groundbreaking microgeographical wind flow
sensing to turbine control systems that increases the effectiveness
and availability of wind turbines. BlueScout combines precise,
optically based wind forecasting with advanced predictive control
architectures to ready the turbine for the imminent wind inflow
changes - optimizing energy production and reducing the harmful
effects of wind turbulence on the turbine. With extensive operating
data on multiple wind turbine models, BlueScout is the leading,
value-added innovator in wind turbine performance and optimization.
The team consists of experienced high-tech, R&D and
manufacturing engineers; innovative entrepreneurs and proven
leaders. The BlueScout team has unique expertise and shares a firm
commitment, as part of the wind power industry, to continuously
improve the reliability of wind power generation through
innovation. For more information, visit www.BlueScout.com.
Forward-Looking Information This news release includes certain
forward-looking statements within the meaning of Canadian
securities laws. Forward-looking statements involve risks,
uncertainties and other factors that could cause actual results,
performance, prospects and opportunities to differ materially from
those expressed in such forward-looking statements. Forward-looking
statements in this news release, include, but are not limited to,
economic performance and future plans and objectives of BlueScout
Technologies. Any number of important factors could cause actual
results to differ materially from these forward-looking statements
as well as future results. Although BlueScout Technologies believes
that the assumptions and factors used in making 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 timeframes or at all. BlueScout Technologies
disclaims any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. Neither 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. ### BlueScout and the
BlueScout logo are trademarks of BlueScout Technologies, Inc. All
other trademarks are the property of their respective owners. Catch
the Wind Ltd. CONTACT: BlueScout Technologies, Inc.John E. Green,
Chief Financial Officer+1 703-956-6554 ext.
103jgreen@BlueScout.comTMX EquicomLawrence Chamberlain, Investor
Relations+1 416-815-0700 ext. 257lchamberlain@equicomgroup.com
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