Xebec Adsorption Inc. is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Desjardins Capital Markets (the “Underwriters”) pursuant to which the Underwriters have agreed to purchase on a bought deal basis 5,835,000 common shares (the “Common Shares”) at a price of $3.60 per Common Share (the “Offering Price”) for aggregate gross proceeds to Xebec of $21,006,000 (the “Offering”).
The Corporation has granted the Underwriters an option (the “Over-Allotment Option”), exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering at the Offering Price to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be $24,156,900.
The Common Shares will be offered by way of short form prospectus to be filed in each of the provinces of Canada and in the United States by way of private placement pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended, and in such other jurisdictions outside of Canada and the United States as are agreed to by the Corporation and the Underwriters, in each case provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction and that the Corporation will not be or become subject to any continuous disclosure obligations in such jurisdiction.
The Corporation intends to use the net proceeds from the Offering to develop and invest in new renewable gas projects, to pursue strategic growth initiatives and for general corporate purposes.
In a separate transaction that is expected to close concurrently with the Offering, Mr. Kurt Sorschak, Chairman, President and CEO, Mr. Louis Dufour, CFO and Dr. Prabhu K. Rao, COO and Director (collectively the “Selling Shareholders”) will be selling to the Underwriters respectively 2,000,000, 100,000 and 400,000 common shares of the Corporation, on a block trade, prospectus-exempt basis, at the Offering Price for total gross proceeds of $9,000,000 to the Selling Shareholders (the “Concurrent Block Trade”). Following the Concurrent Block Trade, the Selling Shareholders will collectively continue to own approximately 7,508,455 common shares of the Corporation. The completion of the Concurrent Block Trade is conditional upon the completion of the Offering.
The Offering is expected to close on or about June 26, 2020 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.
For more information:
Xebec Adsorption Inc.
Brandon Chow, Investor Relations Manager
bchow@xebecinc.com
1. 450.979.8700 ext 5762
Kurt Sorschak, President and Chief Executive Officer
ksorschak@xebecinc.com
About Xebec Adsorption Inc.
Xebec is a global provider of gas generation, purification and filtration solutions for the industrial, energy and renewables marketplace. Well-positioned in the energy transition space with proprietary technologies that transform raw gases into clean sources of renewable energy, Xebec’s 1500+ customers range from small to multi-national corporations, governments and municipalities looking to reduce their carbon footprints. Headquartered in Montréal, Quebec, Canada, Xebec has several Sales and Support offices in North America and Europe, as well as two manufacturing facilities in Montréal and Shanghai. Xebec trades on the TSX Venture Exchange under the symbol XBC. For more information, www.xebecinc.com.