NOT FOR DISTRIBUTION IN THE UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Canadian Timely Disclosure Pack – For Release June 27, 2013
BluMetric Environmental Inc. (TSX-V: BLM; “BluMetric” or the “Company”) announces completion (the “Closing”) of a brokered private placement offering (the “Offering”) of 1,430 unsecured convertible debenture units (the “Units”), for gross proceeds of $1,430,000. Each Unit of the Offering comprises a C$1,000 convertible debenture (the “Convertible Debentures”) and 1,666 one-half common share purchase warrant (each whole warrant, a “Warrant”), subject to TSX Venture Exchange final approval. The Convertible Debentures are convertible, at the option of the subscriber, at any time prior to the maturity date, into common shares of the Company (“Common Shares”) at a conversion price of C$0.60 per Common Share representing a conversion rate of approximately 1,666 Common Shares per C$1,000 in principal amount of the Convertible Debentures. Holders of the Convertible Debentures also have the option to receive interest payments in cash or, subject to the approval of the TSX Venture Exchange, Common Shares based on the 20-day volume weighted average price, which will not be lower than the Discounted Market Price of the common shares (as defined in the TSX Venture Manual), at the time of payment. The Convertible Debentures mature three years from the Closing, and bear interest at a rate of 9% per annum, calculated from date of issue, semi-annually in arrears and compounded annually.
Jacob Securities Inc. acted as sole agent and book-runner on the Offering. Jacob Securities and other members of the selling group have been paid a cash fee and broker warrants of 7.5% on $680,000 of the gross proceeds and a cash fee and broker warrants on 3.75% on the balance of $750,000 of the gross proceeds. The broker warrants are exercisable into Common Shares at a price of C$0.60 per share for a period of two years from the Closing.
Each Warrant entitles the holder to purchase one Common Share at an exercise price of C$0.75 per Common Share for a period of two years from the Closing. The Common Shares underlying the Convertible Debentures and the Warrants are subject to a four-month hold period from the date of Closing and the Common Shares issued in respect of the interest payments if any, are subject to a four-month hold period from the date of issue.
An Insider of the Company, Jordan Grant, Chairman and a director of the Company, participated in the Offering for 25 Units representing 1.75% of the Offering. Mr. Grant participated in the Offering on the same terms and conditions as the other subscribers. This related-party transaction was not previously disclosed. The information is being filed less than 21 days prior to the closing because the shorter period was necessary in order to permit the Company to close the Offering, including the related-party transaction, in a timeframe consistent with usual market practice for transactions of this nature.
Proceeds from the private placement will be utilized to finance new order pipeline and completion of existing contracts, facility leasehold improvements, debt repayment, and corporate and general working capital.
BluMetric, a cleantech company, delivers sustainable solutions to complex environmental issues. The Company serves clients in many industrial sectors, and at all levels of government, in Canada and abroad.
BluMetric operates through two divisions:
More information can be obtained at www.blumetric.ca
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. The TSX Venture Exchange has neither approved nor disapproved of the information contained herein. Some of the statements in this press release, including those relating to the Company’s strategies and other statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions, are forward-looking statements within the meaning of securities laws. Forward-looking statements include, without limitation, the information concerning possible or assumed future results of operations of the Company. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. The Company does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events, except as required by law.