Xebec Adsorption Inc. ("
Xebec" or the
"
Corporation") (TSXV:XBC) is pleased to announce
that it has closed its previously announced upsized bought deal
offering of 7,986,750 Common Shares from treasury (the
“
Common Shares”), which includes the full exercise
of the Over-Allotment Option, at a price of $3.60 per Common Share
(the “Offering Price”) for aggregate gross proceeds of $28,752,300
(the "
Offering").
The Offering was conducted by a syndicate of
underwriters led by Desjardins Capital Markets and which included
TD Securities Inc., Canaccord Genuity Corp., Raymond James Ltd.,
Beacon Securities Limited, and Stifel GMP (together, the
"Underwriters").
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.
In connection with the Offering, the Corporation
paid the Underwriters a cash commission equal to 6% of the gross
proceeds of the Offering, and compensation options (the
"Compensation Options") equal to 6% of the Common
Shares issued pursuant to the Offering. Each Compensation Option
will entitle the Underwriters to purchase a Common Share at an
exercise price of $3.60 for a period of 12 months from the closing
date of the Offering.
The Common Shares were offered by way of short
form prospectus in all of the provinces of Canada.
In a separate transaction that was completed
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”) sold to the Underwriters for resale 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 of $9,000,000 to the Selling Shareholders (the
“Concurrent Block Trade”). The Selling
Shareholders have entered into lock-up agreements for a period of
90 days from the date of closing prohibiting their disposition of
securities of the Corporation, subject to certain exceptions. The
Corporation did not receive any proceeds from the sale of the
Common Shares associated with the Concurrent Block Trade.
Immediately prior to the Concurrent Block Trade,
Kurt Sorschak had beneficial ownership of, or control and direction
over 9,508,455 common shares, representing approximately 10.3% of
the issued and outstanding common shares (prior to the closing of
the Offering). Kurt Sorschak sold 2,000,000 common shares pursuant
to the Concurrent Block Trade for gross proceeds of $7,200,000.
Immediately following the Concurrent Block Trade and after giving
effect to the Offering, Kurt Sorschak has beneficial ownership of,
or control and direction over 7,508,455 common shares, representing
approximately 7.5% of the issued and outstanding common shares.
For further information and to obtain a copy of
the early warning report to be filed under applicable Canadian
securities laws in connection with the foregoing matters, please
see the Corporation’s profile on SEDAR at www.sedar.com or contact
the Investor Relation Manager of the Corporation at the below
coordinates. The Corporation’s head and registered office is
located at 730, Industriel Blvd., Blainville, Québec, J7C 3V4.
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, 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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