GUELPH, ON,
June 29, 2012 /PRNewswire/ - BIOREM
Inc. (TSXV:BRM) is pleased to announce a proposed private placement
of up to 1,500 Units at a price per Unit of $1,000 for gross proceeds of up to $1.5 million. Each Unit will consist of
$1,000 principal amount of 8.00%
convertible extendible secured subordinated debentures (the
"Debentures") with a maturity date 2 years from the date of
issuance and 4,545 common share purchase warrants (the
"Warrants"). The Debentures will be convertible into
fully paid and non-assessable Common Shares of the Company at the
option of the holder at any time over their term at a price of
$0.11 per Common Share. The
maturity date of the Debentures can be extended to the fifth
anniversary date of the issuance date of the Debentures by holders
of 66.67% of the then outstanding principal amount of
Debentures. The Debentures can be prepaid in full at any time
by the Company upon giving holders 15 days notice of
prepayment. Each Warrant entitles the holder to purchase one
common share at a price of $0.11 per
share for a period of two (2) years from issuance. All
securities issued pursuant to the Private Placement will be subject
to a four month hold pursuant to applicable securities
legislation. The private placement is expected to close
within the next forty-five days and is subject to regulatory
approval. BIOREM intends to use the proceeds from the private
placement for working capital and general corporate purposes.
BIOREM anticipates that insiders may subscribe
for greater than 25% of the private placement. The issuance of
Units to insiders pursuant to the private placement is considered
to be a related party transaction subject to TSX Venture Exchange
Policy 5.9 and Multilateral Instrument 61-101. Biorem intends to
rely on exemptions from the formal valuation and minority
shareholder approval requirements provided under sections 5.5(c)
and 5.7(b) of Multilateral Instrument 61-101 on the basis that the
private placement constitutes a distribution of securities for cash
to insiders which is within the parameters of those sections.
In addition, the Board of Directors is pleased
to announce the appointment of Mr. Bernardo Llovera to the role of Chair of the
Board, replacing Hank Vander Laan,
who remains on the board.
About BIOREM Inc.
BIOREM is a leading clean technology company
that designs, manufactures and distributes a comprehensive line of
high-efficiency air emissions control systems used to eliminate
odors, volatile organic compounds (VOCs), and hazardous air
pollutants (HAPs). With sales and manufacturing offices across the
continent, a dedicated research facility, a worldwide sales
representative network and more than 600 installed systems
worldwide, BIOREM offers state-of-the-art technology-based products
and peace of mind for municipalities, industrial companies and
their surrounding communities. Additional information on Biorem is
available on our website at www.biorem.biz.
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.
SOURCE Biorem Inc.