OTTAWA,
Nov. 8, 2012 /CNW/ - Seprotech
Systems Incorporated (TSXV: SET) ("Seprotech" or the "Company")
advises that following approval by its shareholders at a special
meeting held on October 24, 2012, it
has filed articles of amendment to change its name to "BluMetric
Environmental Inc." and to consolidate the common shares of the
Company on a 1-for-10 basis effective November 6, 2012. These changes have been
implemented in conjunction with the previously announced merger
whereby Seprotech will acquire 100% of privately held WESA in a
reverse takeover (the "Transaction"). Upon completion of the
Transaction, the combined entity (the "Resulting Issuer") is
expected to be a leading provider of earth science and
environmental engineering services, and wastewater and water
treatment systems. The intent is to build an integrated product and
service organization that provides intelligent solutions to complex
environmental problems both in Canada and abroad.
Remaining Conditions to Completion of the
Transaction
The Transaction is subject to a number of terms
and conditions, including the final approval of the TSX.V and the
completion of a concurrent brokered private placement of common
shares for aggregate gross proceeds of not less than $1 million, or more than $2 million, and various other customary
conditions that must be satisfied prior to closing, which is
expected to take place on or about November
15, 2012.
Other Information
Trading in Seprotech common shares will remain
halted pending the satisfaction of all applicable requirements of
the TSX.V. There can be no assurance that trading in Seprotech
common shares will resume prior to the completion of the
Transaction. Further details concerning the Transaction, WESA
(including additional financial information) and other matters were
included in the management proxy circular which was distributed to
shareholders of Seprotech in advance of the special meeting of
shareholders, and which is available at www.sedar.com.
About WESA
WESA was founded in 1978 under the laws of
Ontario. WESA is a professional
services company focussed on environmental earth sciences, water
resources, waste management, occupational health & safety and
industrial hygiene, and renewable energy needs of industry and all
levels of government. WESAtech, a wholly owned subsidiary, supplies
water treatment systems to industry. More information can be
obtained at www.wesa.ca .
About Seprotech:
Seprotech is a provider of engineered water and
wastewater treatment solutions to the municipal/land development
sector, the resource sector and the military marketplace. Its
products include the Reverse Osmosis water purification systems,
ROTORDISK® biological sewage treatment package plants and
CrystalBlue™ membrane-based water recycling systems. More
information can be obtained at www.seprotech.com .
Forward-looking Statements
This news release contains certain "forward-looking statements"
within the meaning of applicable securities laws. Seprotech has
made numerous assumptions regarding, among other things, the
ability of Seprotech and WESA to satisfy all the closing
conditions, including the proposed private placement, to complete
the Transaction. Readers are cautioned that the plans, intentions
or expectations disclosed in any forward-looking statements and
underlying assumptions may not be achieved and that readers should
not place undue reliance on any forward-looking statement, each of
which is expressly qualified in its entirety by this cautionary
statement. Although Seprotech believes that the expectations
conveyed by the forward-looking information are reasonable based on
information currently available to it, these statements are not
guarantees and involve a number of risks, uncertainties and
assumptions, both known and unknown. The results or events depicted
in these forward-looking statements may differ materially from
actual results or events. Many factors could cause results to
differ materially from those stated including, but not limited to:
the Transaction may not be completed upon the terms contemplated
herein, or at all; the possibility of not satisfying all of the
closing conditions, including the proposed private placement, to
complete the Transaction; difficulties or delays in obtaining
regulatory approvals; the ability of WESA or Seprotech to retain
existing customer contracts; risks related to integration upon the
completion of the Transaction; and the ability to retain and obtain
qualified staff as well as various other factors which are
discussed in Seprotech's filings with applicable securities
regulatory authorities at www.sedar.com . Any forward-looking
statement speaks only as of the date of this news release and,
except as may be required by applicable securities laws, Seprotech
disclaims any intent or obligation to update any forward-looking
statement, whether as a result of new information, future events or
results or otherwise.
Completion of the Transaction is subject to a
number of conditions, including, but not limited to, acceptance by
the TSX.V. 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 proxy circular of Seprotech 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.
The TSX.V has in no way passed upon the
merits of the proposed Transaction, and neither TSX.V nor
its Regulation Services Provider (as that term is defined in the
policies of the TSX.V) accepts responsibility for the adequacy or
accuracy of this release. The TSX.V has neither approved nor
disapproved of the information contained herein.
SOURCE Seprotech Systems Incorporated