MONTREAL, June 05, 2020 — Xebec Adsorption Inc. (« Xebec » or the « Corporation ») (TSXV:XBC) is pleased to announce that in connection with its previously announced bought deal public offering of Common Shares, the Corporation and a syndicate of underwriters led by Desjardins Capital Markets (collectively the “Underwriters”) have agreed to increase the size of its previously announced Offering from $21,006,000 to $25,002,000. Pursuant to the amended terms, the Underwriters have agreed to purchase, on a bought deal basis, 6,945,000 Common Shares of the Corporation (the “Common Shares”) at a price of $3.60 per Common Share (the “Offering Price”) for aggregate gross proceeds to Xebec of $25,002,000 (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 $28,752,300.
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.
As previously announced, 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 an aggregate of 2,500,000 common shares of the Corporation, on a block trade, prospectus-exempt basis, at the Offering Price for total gross proceeds to the Selling Shareholders of $9,000,000 (the “Concurrent Block Trade”). The Concurrent Block Trade will not be upsized. 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
+1 450.979.8700 ext 5762
Kurt Sorschak, President and Chief Executive Officer
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.
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.
This news release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, and subject to risks and uncertainties. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, “could”, “might”, “likely” or variations of such words, or statements that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “will be taken”, “occur”, “be achieved” or other similar expressions. Forward-looking statements, including statements concerning future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses and future prospects as well as the expectations of management of Xebec with respect to information regarding the business and the expansion and growth of Xebec operations, involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to business and economic factors and uncertainties, and other factors that could cause actual results to differ materially from these forward-looking statements, including the relevant assumptions and risks factors set out in Xebec’s public documents, including in the most recent annual management discussion and analysis and annual information form, filed on SEDAR at www.sedar.com. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. These risks, uncertainties and other factors include, among others, the uncertain and unpredictable condition of global economy, notably as a consequence of the Covid-19 pandemic, statements concerning the intended use of proceeds from the Offering and the expected closing date of the Offering and Concurrent Block Trade, Xebec’s capacity to generate revenue growth, the availability to Xebec of financing and credit alternatives and access to capital, Xebec’s capacity to meet all its other commitments and business plans, Xebec’s limited number of customers, the potential loss of key employees, share price volatility, and other factors. Although Xebec believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, Xebec disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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