Solegear Bioplastic Technologies Inc. (the “Company” or “Solegear”) (TSX VENTURE:SGB) is pleased to announce that it has closed a non-brokered private placement (the “Private Placement“) of 4,850,000 common shares (the “Shares“) at a price of C$0.16 per Share, for gross proceeds of C$776,000. No commissions or finder’s fees were paid in connection with the Private Placement. Since going public in 2015, the Company has raised approximately $3.5 Million dollars in equity. The funds will be used for working capital and ongoing commercial activities.
“This private placement keeps Solegear on solid footing to continue commercialization.” said Paul Antoniadis, CEO of Solegear. “This Private Placement added two more strategic shareholders to our shareholder base. Our growing investor base sees how climate change initiatives from governments around the world are quickly increasing demand for our plant-based plastic packaging and products.”
The Private Placement is subject to final approval from the TSX Venture Exchange (the “TSX-V“). All Shares issued pursuant to this Private Placement are subject to a four-month hold period expiring on June 2, 2016 in accordance with applicable Canadian securities laws.
Related Party Participation in the Private Placement
Paul Antoniadis, Chief Executive Officer and director of the Company, subscribed (through Scenario Ventures (VCC) Inc.) (the “Related Party“) for 781,250 Shares. Following the closing of the Private Placement, the Related Party beneficially owns or controls 1,882,334 Shares, representing approximately 3.8% of the issued and outstanding Shares on an undiluted basis.
As an insider of Solegear participated in this private Placement, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“).
Other than the subscription agreement between the Related Party and the Company relating to the issuance of the Shares pursuant to the Private Placement, the Company has not entered into any agreement with an interested party or a joint actor with an interested party in connection with the Private Placement. Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The material change report in connection with the Private Placement was not filed 21 days in advance of the closing of the Private Placement for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the First Tranche were not available to the Company until shortly before the closing.
About Solegear Bioplastic Technologies Inc.
Solegear Bioplastic Technologies Inc. (TSX VENTURE: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, Polysole® and Traverse®, 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
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.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Cautionary Statement Regarding Forward-Looking Information
Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the risk that: (i) the Private Placement may not be completed on the terms contemplated above, (ii) the bioplastics market may not grow as anticipated by the Company, and (iii) the economic circumstances of Solegear may change and result in the proceeds of the Private Placement being used other in the manner described above.
When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
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.