November 2, 2016 – (Vancouver, BC) Solegear Bioplastic Technologies Inc. (TSX-V:SGB) (“Solegear” or the “Company”) announced today that it has received a subscription agreement from a private investor in British Columbia, regarding a proposed purchase of 33,333,333 units (“Units”) at a price of $0.15 per Unit for gross proceeds of $5,000,000 (the “Subscription”).
The Subscription will be dealt with as a distinct and separate transaction from the Company’s current brokered private placement of units led by Mackie Research Capital Corp. (announced in the Company’s September 22, 2016 press release).
Each Unit will be comprised of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.20 per share within the 24-month period following the closing of the Subscription, subject to the acceleration right described below.
Under TSX Venture Exchange policies, the Private Investor’s subscription will require approval of Solegear’s shareholders, approval of the TSX Venture Exchange, and also remains subject to board approval of Solegear and completion of due diligence. Solegear will provide further details on the shareholder approval process in a subsequent news release. The closing of the Subscription will result in the creation of a new control person for Solegear under applicable securities laws.
The closing of the Subscription is expected to occur promptly following receipt of shareholder approval and satisfaction of the other conditions of closing.
The net proceeds of the Subscription will be used for business development and for general corporate purposes.
Under the terms of the Company’s agreement with Mackie Research Capital Corp., a cash advisory fee will be payable to Mackie on the closing of the Subscription, equal to 2% of the value of the Subscription. In addition, the Company will be obligated to issue options to Mackie to purchase a number of Units equal to 2% of the Units issuable under the Subscription at an exercise price of $0.15 per Unit.
The expiry date of the warrants will be subject to an acceleration right in favour of the Company that is exercisable if the common shares of the Company trade at or above a volume-weighted average trading price of $0.30 on the TSX Venture Exchange on any 20 consecutive or non-consecutive trading days, following the expiry of the 4-month statutory hold period beginning on the closing date of the Subscription. If the acceleration right is exercised by the Company, the warrants will expire on the 20th business day following the date that notice of acceleration is sent to the warrant holders.
About Solegear Bioplastic Technologies Inc.
Solegear Bioplastic Technologies Inc. (TSX-V:SGB) is an innovator in the field of next generation bioplastics made from annually renewable plant-based sources. Committed to the principles of Green Chemistry, Solegear is driven by its mission to create healthier, safer and stronger communities by fundamentally changing the way plastics are made.
Solegear’s proprietary bioplastic formulations are designed to meet today’s social and corporate requirements to lower carbon emissions, reduce waste and remove toxicity typically associated with traditional petroleum-based plastics. Together with its partners, Solegear custom engineers, produces and distributes its high-performance bioplastics as resin, sheets and finished goods with some of the highest percentages of renewable, plant-based materials currently available in the industry. For more information: www.solegear.ca
On behalf of the Company:
“Paul Antoniadis” Chief Executive Officer and Director
Investor Contact: Media Contact:
Caleb Jeffries Elisha McCallum
Kin Communications FleishmanHillard Vancouver
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
Information regarding the completion of the Subscription contained in this news release constitutes forward-looking information within the meaning of securities laws.
Implicit in this information, are assumptions regarding satisfaction of the conditions of closing the Subscription. Specifically we have assumed that the parties will agree on the final terms governing the Subscription, that shareholder and TSX Venture Exchange approvals will be obtained and that the purchase price for the Units will be received by the Company. These assumptions, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are cautioned that closing of the Subscription is subject to a number of risks and uncertainties, including that required consents may not be obtained or that the purchase price for the Units may never be received by the Company and accordingly, actual results could differ materially from what is currently expected as set out above.
Other than as required under securities laws, we do not undertake to update this information at any particular time.
Forward-looking information contained in this news release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.