NOT FOR DISTRIBUTION IN THE UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Canadian Timely Disclosure Pack – For Release May 22, 2013
BluMetric Environmental Inc. (TSX-V: BLM; “BluMetric” or the “Company”) announces its intention to complete a brokered private placement offering (the “Offering”) of unsecured convertible debenture units (the “Units”), each Unit comprising a C$1,000 convertible debenture (the “Convertible Debentures”) and one-half common share purchase warrant (each whole warrant, a “Warrant”), subject to TSX Venture Exchange approval. The Convertible Debentures are convertible, at the option of the subscriber, at any time prior to the maturity date, into Common Shares of the Company at a conversion price of C$0.60 per Common Share representing a conversion rate of approximately 1,667 Common Shares per C$1,000 in principal amount of the Convertible Debentures. The Convertible Debentures will have a maturity date which is three years from the Closing, and will bear interest at a rate of 9% per annum, calculated from date of issue, semi-annually in arrears and compounded annually.
Jacob Securities Inc. will be acting as sole agent and book-runner on the Offering.
The Offering will be made only to accredited investors, and is expected to raise minimum gross proceeds of C$1,000,000 up to a maximum of C$2,000,000. In addition, the Company has granted the agent an over-allotment option under the same terms and conditions of the Offering to raise additional gross proceeds of C$500,000, exercisable at any time, in whole or part, prior to the closing of the Offering (the “Closing”).
Under the terms of the Offering, the Company will offer for sale a minimum of 1,000 Units up to a maximum of 2,000 Units. Each Warrant shall entitle the holder to purchase one common share of the Company (the “Common Shares”) at an exercise price of C$0.75 per Common Share for a period of two years from the Closing. The Company will have the option to pay the first year’s interest payments in cash or common shares of the Company based on the 20-day volume weighted average price (“VWAP”), which will not be lower than the Discounted Market Price of the common shares of the Company (as defined in the TSX Venture Manual), at the time of payment (the “Interest Pricing”). In subsequent years, and as determined no later than 12 months from the Closing Date, subscribers will have the option to receive payment of interest, in cash or Common Shares of the Company based on Interest Pricing as described above.
The Common Shares underlying the Convertible Debentures and the Warrants will be subject to a four-month hold period from the date of Closing and in respect of the interest payments a four-month hold period from the date of conversion, if any.
Proceeds from the private placement will be utilized to finance new order pipeline and completion of existing contracts, facility leasehold improvements, debt repayment and corporate and general working capital.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
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 private placement offering, 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.