Xebec Adsorption Inc. ("Xebec" or the "Corporation") (TSXV:XBC) is
pleased to announce that in connection with its previously
announced bought deal public offering of Common Shares, the
Corporation and a syndicate of underwriters led by Desjardins
Capital Markets (collectively the “Underwriters”) have agreed to
increase the size of its previously announced Offering from
$21,006,000 to $25,002,000. Pursuant to the amended terms, the
Underwriters have agreed to purchase, on a bought deal basis,
6,945,000 Common Shares of the Corporation (the “Common Shares”) at
a price of $3.60 per Common Share (the “Offering Price”) for
aggregate gross proceeds to Xebec of $25,002,000 (the “Offering”).
The Corporation has granted the Underwriters an
option (the “Over-Allotment 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 $28,752,300.
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.
As previously announced, in a separate
transaction that is expected to close concurrently with the
Offering, Mr. Kurt Sorschak, Chairman, President and CEO, Mr. Louis
Dufour, CFO and Dr. Prabhu K. Rao, COO and Director (collectively
the “Selling Shareholders”) will be selling to the Underwriters an
aggregate of 2,500,000 common shares of the Corporation, on a block
trade, prospectus-exempt basis, at the Offering Price for total
gross proceeds to the Selling Shareholders of $9,000,000 (the
“Concurrent Block Trade”). The Concurrent Block Trade will not be
upsized. Following the Concurrent Block Trade, the Selling
Shareholders will collectively continue to own approximately
7,508,455 common shares of the Corporation. The completion of the
Concurrent Block Trade is conditional upon the completion of the
Offering.
The Offering is expected to close on or about
June 26, 2020 (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.Brandon Chow, Investor
Relations Manager bchow@xebecinc.com1. 450.979.8700 ext 5762
Kurt Sorschak, President and Chief Executive
Officerksorschak@xebecinc.com
About Xebec Adsorption Inc.
Xebec is a global provider of gas generation, purification and
filtration solutions for the industrial, energy and renewables
marketplace. Well-positioned in the energy transition space with
proprietary technologies that transform raw gases into clean
sources of renewable energy, Xebec’s 1500+ customers range from
small to multi-national corporations, governments and
municipalities looking to reduce their carbon footprints.
Headquartered in Montréal, Quebec, Canada, Xebec has several Sales
and Support offices in North America and Europe, as well as two
manufacturing facilities in Montréal and Shanghai. Xebec trades on
the TSX Venture Exchange under the symbol XBC. For more
information, www.xebecinc.com.
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.
Cautionary Statement 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 global economy,
notably as a consequence of the Covid-19 pandemic, statements
concerning the intended use of proceeds from the Offering and the
expected closing date of the Offering and Concurrent Block Trade,
Xebec’s capacity to generate revenue growth, the availability to
Xebec of financing and credit alternatives and access to capital,
Xebec’s capacity to meet all its other commitments and business
plans, Xebec’s limited number of customers, the potential loss of
key employees, share price volatility, 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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