Canadian Timely Disclosure Pack – For Release 03 July 2013
BluMetric Environmental Inc. (TSX-V: BLM, “BluMetric” or the “Company”) announces the conversion of 2,831,325 Series I Special Shares of the Company to 2,831,325 common shares of the Company. Some of the common shares will be subject to ongoing escrow arrangements. Following the conversion, the total number of BluMetric common shares issued and outstanding is 25,191,656.
The foregoing conversion was contemplated in the Share Exchange Agreement dated September 21, 2012 between BluMetric (formerly Seprotech Systems Incorporated) and WESA Group Inc. (“WESA”) in which the parties agreed that in addition to the $9,400,536 consideration being paid in the form of common shares of BluMetric to WESA shareholders for their WESA shares, additional consideration would be paid to reflect the value of inclusion of WESA’s real estate assets, which were added to the transaction subsequent to the originally agreed valuations.
The value of the equity in the real estate was agreed to be $1,880,000, resulting in total aggregate consideration of $11,280,536. This additional consideration was settled by the issuance to the WESA shareholders of 2,831,325 Series I Special Shares of BluMetric (the “Special Shares”). Each Special Share was to have been automatically converted into common shares of BluMetric on the earlier of (i) completion of a qualified financing following the completion of the acquisition of WESA by BluMetric for gross proceeds of not less than $2,000,000 for an issue price of not less than $0.664 per common share, and (ii) July 2, 2013. No such qualified financing has been completed within the prescribed time frame and, accordingly, the floor conversion price of $0.664 has been applied, resulting in a one-for-one conversion ratio.
BluMetric, a cleantech company, delivers sustainable solutions to complex environmental issues. The Company serves clients in many industrial sectors, and at all levels of government, in Canada and abroad.
BluMetric operates through two divisions:
More information can be obtained at www.blumetric.ca
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. The TSX Venture Exchange has neither approved nor disapproved of the information contained herein. Some of the statements in this press release, including those relating to the Company’s strategies and other statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions, are forward-looking statements within the meaning of securities laws. Forward-looking statements include, without limitation, the information concerning possible or assumed future results of operations of the Company. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. The Company does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events, except as required by law.