NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES
DESCRIBED HEREIN.
Springrock Capital Inc. (TSX VENTURE:SGK.P) ("Springrock") is pleased to
announce that it has signed a letter of intent dated November 28, 2013 to enter
into a business combination (the "Qualifying Transaction") with ThermoCeramix,
Inc. ("ThermoCeramix").
Description of ThermoCeramix
ThermoCeramix is a privately held Delaware corporation that specializes in the
development of heating solutions for industrial, commercial and residential
applications. These solutions utilize TCX(TM) film heater technology for which
ThermoCeramix holds a broad patent portfolio. TCX(TM) technology is a system of
multilayer coatings that can be applied to almost any material by the method of
thermal spray. Together, these coatings form an electric element that delivers
rapid, uniform heating in a minimum of space with efficiency superior to that of
conventional wire heaters.
ThermoCeramix is a technology licensing company. Its technology is a novel and
proven approach to delivering heat across a range of consumer, commercial and
industrial applications. The technology includes coating formulations,
manufacturing processes and the precise regulation of the heat delivered. This
technology is energy efficient, and therefore yields a lower overall product
cost than current technology, is scalable and is adaptable to almost any size
and shape.
ThermoCeramix's heaters are applied as a coating of electro-resistive material
directly to the surface requiring heat, which is then incorporated into consumer
and industrial products. The TCX(TM)solution is revolutionary and disruptive, in
that it:
-- Saves space by eliminating a separate electrical heating element
adjacent to a heated part;
-- Achieves higher temperatures and more even heat than the current
technology; and
-- Allows a greatly increased range of size, shape, heating density and
distribution thereby making innovative applications practical.
In 2010, the estimated electric element market, by application class, was as
follows:
-- Total Market Size - $5 billion
-- Industrial and Other Non-residential - $3.5 billion
-- Consumer Appliance & Other Residential - $1.5 billion
-- Oven Market Size - 6.2 million units sold (2009)
-- Clothes Dryer Market Size - 6.4 million units sold (2009)
-- BBQ Market Size - 15 million units sold (2009)
A strong and broad portfolio of patents protects ThermoCeramix's intellectual
property.
To date, ThermoCeramix has attracted approximately U.S. $11 million in the form
of equity financing, from predominantly institutional investors.
ThermoCeramix, Inc. was incorporated in Delaware, U.S., on January 16, 2002. The
company was initially headquartered in Shirley, Massachusetts, U.S. It was
relocated to its present headquarters at Boucherville, Quebec, in April, 2009.
Its U.S. office is located in Boston, Massachusetts, U.S.
ThermoCeramix currently has 837,121 common shares (the "Common Shares") and
19,012,288 preferred shares (convertible into 19,012,288 Common Shares) issued
and outstanding. ThermoCeramix also has options, warrants and rights issued and
outstanding to acquire an aggregate of 3,821,167 Common Shares and 53,100
preferred shares (which are convertible into 53,100 Common Shares).
Financing
A private placement equity financing of common shares from treasury of
ThermoCeramix of approximately CDN$2,000,000 (the "Financing") is intended to be
completed in connection with, and as a condition to, the Qualifying Transaction.
ThermoCeramix has engaged Hampton Securities Limited and BT Global Growth Inc.,
as co-agents in connection with a brokered private placement offering of common
shares of ThermoCeramix, at an issue price of $0.50 per share, for gross
proceeds of up to $2,000,000. The offering will be made to "accredited
investors" pursuant exemptions from prospectus requirements in Canadian
securities laws.
The net proceeds of the Financing will be used to support:
1. The ThermoCeramix's product development efforts (through continuing
research and development on several applications of our technology),
2. Optimization of the ThermoCeramix's manufacturing processes, and
3. General corporate purposes.
Springrock
Springrock is a capital pool company and intends for the acquisition of
ThermoCeramix to constitute its Qualifying Transaction as such term is defined
in the policies of the TSX Venture Exchange (the "Exchange"). The Qualifying
Transaction is not a non-arm's length transaction pursuant to the policies of
the Exchange.
Shareholders Meeting
Since the Qualifying Transaction is at arm's length, Springrock is not required
to obtain shareholder approval of the transaction. However, Springrock will hold
a special meeting of shareholders (in combination with its upcoming annual
meeting) to approve, among other matters, the following: (i) the consolidation
of the common shares of Springrock on the basis of one new share for each 2.5
existing shares, such that the Qualifying Transaction can be effected on a
one-for-one share basis; (ii) a name change of Springrock to "ThermoCeramix
Corporation"; and (iii) the adoption of a new stock option plan. The special
meeting will be combined with Springrock's next annual meeting to be held in
connection with its fiscal year ended August 31, 2013.
Terms of the Qualifying Transaction
Pursuant to the terms of the letter of intent, completion of the Qualifying
Transaction will be subject to a number of conditions, including execution of a
definitive acquisition or merger agreement (the "Definitive Agreement"),
completion of satisfactory due diligence and receipt of applicable regulatory
and shareholder approvals. There can be no assurance that the Qualifying
Transaction will be completed as proposed or at all.
The Qualifying Transaction will be completed by way of a securities exchange or
amalgamation of a new subsidiary of Springrock and ThermoCeramix whereupon the
shareholders of ThermoCeramix will receive one common share of Springrock (on a
post-consolidated basis) for each share of ThermoCeramix.
Any outstanding options, warrants and similar rights to acquire shares of
ThermoCeramix will be exchanged for analogous options, warrants and similar
rights to acquire common shares of Springrock, subject to compliance with the
policies of the Exchange. Additionally, the securities to be issued by
ThermoCeramix pursuant to the Financing will be exchanged, under the Qualifying
Transaction, for securities of Springrock on the same basis as any currently
issued and outstanding ThermoCeramix securities. Accordingly, Springrock will
issue to the security holders of ThermoCeramix: (a) 24,849,409 common shares,
(b) 1,501,167 options, (c) 53,100 warrants, (d) 320,000 agent's warrants, and
(e) 500,000 agent's performance warrants to be issued upon a liquidity event.
These securities will be issued pursuant to exemptions from prospectus and
registration requirements in Canadian and U.S. securities laws.
It is not contemplated that Springrock will pay any cash or other non-share
consideration for ThermoCeramix under the Qualifying Transaction.
Consequently, upon completion of the Qualifying Transaction (and after
completion of the maximum amount of the Financing, being $2,000,000), the
resulting issuer will have the following securities outstanding:
----------------------------------------------------------------------------
Number of Number of
Common Convertible
Security Holder - Type of Security Shares(1) Securities(1)
----------------------------------------------------------------------------
Escrowed Shareholder(s) of Springrock 400,000
----------------------------------------------------------------------------
Options held by Springrock's Directors 80,000
----------------------------------------------------------------------------
Agent for Springrock's IPO 40,000
----------------------------------------------------------------------------
Public Shareholders of Springrock 400,000
----------------------------------------------------------------------------
Shares to be issued under the Financing 4,000,000
----------------------------------------------------------------------------
Shares to be issued for conversion of a
previously issued note 1,000,000
----------------------------------------------------------------------------
Agent's Warrants under the Financing 320,000
----------------------------------------------------------------------------
Agent's Performance Warrants (to be issued
upon a liquidity event) 500,000
----------------------------------------------------------------------------
ThermoCeramix Security holders - Options 1,501,167(2)
----------------------------------------------------------------------------
ThermoCeramix Security holders - Shares 19,849,409
----------------------------------------------------------------------------
ThermoCeramix Warrant holder - Warrant 53,100
----------------------------------------------------------------------------
Total: 25,649,409 2,494,267
----------------------------------------------------------------------------
Notes:
(1) Post-Consolidation figures.
(2) In addition, ThermoCeramix has reserved for issuance an additional 1,165,254
options under its option plan and 1,500,000 common shares for issuance in
exchange of TSE Class C Shares.
Upon completion of the Qualifying Transaction and the Financing, ThermoCeramix
will become a wholly-owned subsidiary of Springrock.
In conjunction with the Qualifying Transaction, the four holders of an aggregate
of 1,000,000 common shares of Springrock that are currently subject to escrow
prescribed by the Exchange (the "Escrowed Shares") have agreed to transfer the
Escrowed Shares within escrow to ThermoCeramix (or another party that will be
identified by ThermoCeramix) for an aggregate consideration of $150,000.
Trading of the securities of Springrock will be halted until the completion of
the Qualifying Transaction.
All information in this press release relating to ThermoCeramix is the sole
responsibility of ThermoCeramix.
ThermoCeramix
ThermoCeramix, Inc. is a U.S. engineering company, incorporated under the
Delaware General Corporation Law, engaged in the development of heating
solutions for industrial, commercial and residential applications to customers
worldwide based on patented and proprietary technology. These solutions utilize
TCX(TM) film heater technology for which ThermoCeramix holds a broad patent
portfolio.
A licensee of ThermoCeramix, ThermoScience Enercoatings Inc., a company
incorporated under the Canada Business Corporations Act and located at the
Industrial Materials Institute of the National Research Council (NRC) of Canada,
provides research and development support.
Once products are developed, ThermoCeramix offers customers the opportunity to
manufacture the products themselves through a license or to acquire them from a
licensed contract manufacturer.
ThermoCeramix delivers:
-- Engineered heating solutions that utilize proprietary, patented TCX(TM)
film heater technology.
-- Custom manufacturing cells for volume production of film heaters.
-- Development of new film heating materials and methods.
-- Development of new manufacturing processes for film heater production.
Milestones Reached to Date
-- Obtained UL and CSA certifications for product using TCX(TM) technology
-- Commenced production in manufacturing plant
-- Celebrated 5 years of sales to a leading global manufacturer of
electronic analytical instruments
-- Launched product with Lynx and Williams-Sonoma
-- Collaboration with leading appliance manufacturers
-- Development contract with an aerospace industry manufacturer
-- Development contract with option to license to a top bathtub and shower
manufacturer
The Technology
TCX(TM) technology is a system of multilayer coatings, which together form an
electric heating element - in effect, creating electric heaters in the form of
coatings. Proprietary materials are deposited as coatings, on almost any
material, using thermal spray technology. An electric current is passed through
the coating that is deposited on the part to be heated. The heaters deliver
rapid, uniform heating in a minimum of space with efficiency superior to
conventional wire heaters. Advanced, automated manufacturing also forms part of
the technology.
TCX(TM) patented heaters are applied as coatings of electro-resistive materials
directly to the surface requiring heat. The TCX(TM) solution is a green
technology that is revolutionary and disruptive, in that it:
-- Saves space by eliminating a separate electrical heating element
adjacent to a heated part;
-- Achieves uniform heat with less power than conventional wire-heating
elements; and
-- Allows for a greatly increased range of sizes, shapes, heating density
and power distribution that makes innovative applications practical.
Characteristics of ThermoCeramix's thermal coatings:
-- Distribute power over surface, uniformly or non-uniformly
-- Conform to shape of part
-- Occupy almost no space and have almost no mass
-- Successfully deposit on all engineering materials (subject to heat
requirements): metals, ceramics, mica, glass, polymers
-- Can be used with all common voltages, single-, multiple- or split-phase,
AC or DC
-- Heaters can be predominantly conductive, radiative or convective
-- Wide range of power: demonstrated 0.16 W/cm2 - 100 W/cm2 (1 W/in2 - 650
W/in2)
-- Temperatures demonstrated to 1000 degrees C (1832 degrees F)
-- Range of Temperature Coefficient of Resistivity (TCR)
Advantages / benefits of ThermoCeramix's thermal coatings include the following:
-- Proven efficiency in conductive, convective and radiative applications
-- Performance typically superior to conventional wire elements
-- Fast, uniform heating and fast temperature response to variations in
load
-- Efficient heat transfer to the load and high temperature capabilities -
to 1000 degrees C (1832 degrees F)
-- High power densities
-- Heaters run cooler than conventional wire units, typically close to
temperature of load
-- Elements can be easily designed for fail-safe operation
-- Robust performance, and Small size and lack of mounting hardware enables
simple, efficient designs
-- Many connector options and made in compact, automated cell that can be
placed in user's factory
-- Fewer parts therefore easier and less costly to assemble
Research and Development
ThermoCeramix's research and development has been sub-contracted to a licensee,
ThermoScience Enercoatings Inc. ("TSE"), a company incorporated under the Canada
Business Corporations Act. TSE's research premises are located in Boucherville,
Quebec, Canada, on the campus of the National Research Council Canada's ("NRC")
Industrial Materials Institute. TSE has entered into a multi-year collaborative
agreement with the NRC, pursuant to which:
-- Several highly qualified engineers and technical experts are made
available to TSE on research projects, complementing its own research
team; and
-- TSE is given access to the NRC's state-of-the-art research and
development facility.
ThermoCeramix Financial Statements
The financial statements of ThermoCeramix for the period ended September 30,
2013 have not yet been completed and will be included in the Filing Statement to
be prepared and filed in connection with the Qualifying Transaction.
Insiders and Board of Directors of the Resulting Issuer
Upon completion of the Qualifying Transaction, all of the existing directors and
officers of Springrock will resign and it is anticipated that management of the
resulting issuer will include the persons identified in the section on new
officers below. The board of directors of the resulting issuer will be increased
in size to 5 directors and solely composed of the nominees of ThermoCeramix, of
which 4 directors will be independent of management. The directors will be as
follows:
-- Louis Desmarais (Chairman & C.E.O.)
-- Kimberly Holden
-- Robert Barton
-- Jean Bedard
-- Paul Beattie
The only shareholders of ThermoCeramix who own more than 10% of the outstanding
Common Shares (or securities convertible into Common Shares) are St-Lawrence
Capital, L.P. and St-Lawrence Capital, Inc. These shareholders are expected to
own more than 10% of the common shares of Springrock after giving effect to the
Qualifying Transaction (and therefore are expected to become insiders of
Springrock), subject to the number of Common Shares that may be issued and sold
as part of the Financing. In addition, the directors and officers of
ThermoCeramix mentioned in this press release will become insiders of
Springrock.
Further details with regard to the principal security holders, St-Lawrence
Capital, LP and St-Lawrence Capital, Inc., are as follows:
St-Lawrence Capital, LP is based in Montreal, Quebec and its principal
limited partners are:
1. FTQ Solidarity Fund
Montreal, Quebec
2. Caisse de depot et placement du Quebec
Montreal, Quebec
3. Investment Quebec
Montreal, Quebec
4. Louis P. Desmarais
Montreal, Quebec
St-Lawrence Capital, Inc. is based in Montreal, Quebec and its principal
shareholders are:
1. Louis P. Desmarais
Montreal, Quebec
2. Susan Desmarais
Montreal, Quebec
The Common Shares and preferred shares of ThermoCeramix are currently held by 56
shareholders (including certain directors and officers of ThermoCeramix), all of
whom act at arm's length to Springrock.
Background on New Officers
Louis Desmarais - Chairman and Chief Executive Officer
Louis Desmarais is the founding partner of St-Lawrence Capital, L.P., an
early-stage venture capital fund based in Montreal, Quebec. Mr. Desmarais was
formerly a partner of Skypoint Capital and Wynnchurch Capital, a chartered
accountant with Deloitte & Touche and a lawyer with McCarthy, Tetrault. Mr.
Desmarais is currently Chairman, President and Chief Executive Officer of
ThermoCeramix.
Joseph Mah - Chief Financial Officer
Joseph Mah is a Chartered Accountant and holds a CPA designation. Mr. Mah has
over 20 years of business experience, including over 10 years in technology
start-ups. Prior to joining ThermoCeramix, Mr. Mah held the position of CFO in
various start-up technology and mining ventures, including VisualMED Clinical
Systems Inc. and Birim Goldfields Inc.
Sponsorship of Qualifying Transaction
Sponsorship of a qualifying transaction of a capital pool company is required by
the Exchange unless exempt in accordance with the Exchange policies. Given the
size and nature of the qualifying transaction, Springrock will apply for an
exemption from the sponsorship requirements pursuant to the policies of the
Exchange.
Springrock will make a subsequent press release of information regarding summary
financial information and details of the Financing.
Cautionary Note
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.
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.
Forward-Looking Statements
Certain information set forth in this press release may contain "forward-looking
statements" or "forward-looking information" under applicable securities laws.
Except for statements of historical fact, certain information contained herein
may constitute forward-looking statements, which may include management's
assessment of ThermoCeramix's future plans and operations based on
ThermoCeramix's current internal expectations, estimates, projections,
assumptions and beliefs, which may prove to be incorrect. Any such
forward-looking statements may be identified by words such as "expects",
"anticipates", "believes", "projects", "plans" and similar expressions. Any such
statements are not guarantees of future performance and undue reliance should
not be placed on them. Any such forward-looking statements necessarily involve
known and unknown risks and uncertainties, which may cause ThermoCeramix's
actual performance and financial results in future periods to differ materially
from any projections of future performance or results expressed or implied by
such forward-looking statements. These risks and uncertainties include, but are
not limited to: ThermoCeramix's inability to secure purchase orders for its
products; dependence on any third party suppliers; competition for, among other
things, capital, skilled personnel, customers and suppliers; the effects of
competition and pricing pressures in the market; and management's ability to
anticipate and manage the foregoing factors and risks. There can be no assurance
that any such forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such
statements. ThermoCeramix undertakes no obligation to update any such
forward-looking statements if circumstances or management's estimates or
opinions should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on any such forward-looking
statements.
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 securities described in this press release have not been and will not be
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold in the United States or to a U.S. person absent an
available exemption from the registration requirements of such Act.
FOR FURTHER INFORMATION PLEASE CONTACT:
Springrock Capital Inc.
Tony Wonnacott
President and Director
(416) 953-5879
tony@legalconsulting.ca
Nations Royalty (TSXV:NRC)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Nations Royalty (TSXV:NRC)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
