GUELPH, ON, July 25, 2012 /PRNewswire/ - BIOREM Inc. (TSXV:
BRM) is pleased to announce the initial closing of its 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. In the initial closing a
total of 1,030 Units were issued for gross proceeds of $1,030,000. Additional closings of the private
placement may occur up until August 13,
2012. BIOREM intends to use the proceeds from the
private placement for working capital and general corporate
purposes.
Each Unit consists 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 are 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.
As noted as a possibility in Biorem's
June 29, 2012 press release
announcing the proposed private placement, insiders have subscribed
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 has relied 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 to the initial closing of the
private placement, Biorem has received an additional $500,000 advance from its existing senior lender
and has amended the terms of its secured debenture originally
issued on October 31, 2008 in respect
of the additional advance of funds.
Biorem has also decided to engage a financial
advisor to provide strategic advice to the Company through the
evaluation of options to enhance shareholder value.
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 700 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.