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 9,524,000 common shares (the
“Common Shares”) at a price of $2.10 per Common Share (the
“Offering Price”) for aggregate gross proceeds to Xebec of
$20,000,400 (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. If the Over-Allotment
Option is exercised in full, the total gross proceeds of the
Offering will be $23,000,460.
The Common Shares 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 renewable gas
projects, to pursue strategic growth initiatives and for general
corporate purposes.
The Offering is expected to close on or about
December 27, 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 the
intended use of proceeds from the Offering and the expected closing
date of the Offering, 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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