Nanotech Sciences Corp. Announces Private Placement
25 Juli 2008 - 12:05AM
Marketwired
TORONTO, ONTARIO (TSX VENTURE: NAN.P) is pleased to announce
further advancement of its "Qualifying Transaction" in accordance
with TSX Venture Exchange (the "Exchange") Policy 2.4, with Natcore
Technology Inc. ("Natcore"), previously announced on June 19, 2008.
Subject to completion of the Qualifying Transaction, Nanotech will
raise up to $4,000,000 by way of concurrent brokered and
non-brokered private placements (collectively, the "Offering") of
units ("Units") at $0.40 per Unit, each Unit comprising one common
share and one share purchase warrant ("Warrants"), where each
Warrant is exercisable for a period of two years from closing to
purchase one additional common share of Nanotech at a price of
$0.75 per share. The Warrants will be subject to forcible
conversion within 30 days of delivery of a notice from Nanotech, in
the event the common shares of Nanotech close at over $1.50 for
twenty consecutive trading days on the Exchange.
Leede Financial Markets Inc. (the "Agent") has been engaged to
complete the brokered private placement of up to $1,750,000 of the
Offering (4,375,000 Units) on a best efforts basis. Nanotech has
agreed to pay the Agent a cash fee equal to 7% of the funds raised
by the Agent. The Agent will also receive brokers' warrants
exercisable into that number of common shares that equals 10% of
the number of Units sold by the Agent, for a term of two years from
closing at a price of $0.40 per share. Nanotech will also pay a
$25,000 corporate finance fee and reasonable expenses of the Agent
in connection with the private placement. Based on this brokered
private placement, application will be made to the Exchange under
their policies for waiver of the sponsorship requirement.
The balance of the Offering will be carried out on a
non-brokered basis. Nanotech may pay finders' fees in connection
with the non-brokered portion, in accordance with Exchange
policies.
The securities underlying the Units, including the common shares
and Warrants issued on closing and the common shares issuable upon
due exercise of the Warrants and brokers' warrants, will all be
subject to a four (4) month statutory hold commencing from the date
of issuance. The Offering is subject to Exchange acceptance of
requisite regulatory filings.
Nanotech has also agreed, under the terms of the Letter of
Intent with Natcore dated June 19, 2008, and subject to Exchange
acceptance, to advance USD$100,000 (the "Advance") to Natcore to
cover transactional expenses pending completion of the Qualifying
Transaction. The Advance bears interest at 6% per annum and is
secured by way of a promissory note and general security agreement.
The Advance is repayable within one year or upon demand if the
Qualifying Transaction is not completed.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
This news release may contain forward-looking statements that
are based on Nanotech's expectations, estimates and projections
regarding its business and the economic environment in which it
operates. These statements are not guarantees of future performance
and involve risks and uncertainties that are difficult to control
or predict. Therefore, actual outcomes and results may differ
materially from those expressed in these forward-looking statements
and readers should not place undue reliance on such statements.
Statements speak only as of the date on which they are made, and
Nanotech undertakes no obligation to update them publicly to
reflect new information or the occurrence of future events or
circumstances.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release. The TSX Venture
Exchange Inc. does not accept responsibility for the adequacy or
accuracy of this release.
Contacts: Nanotech Sciences Corp. Scott Walters President &
Chief Executive Officer (416) 369-0374
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