NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Montreal, June 26, 2020 – Xebec Adsorption Inc. (“Xebec” or the “Corporation“) (TSXV:XBC) is pleased to announce that it has closed its previously announced upsized bought deal offering of 7,986,750 Common Shares from treasury (the “Common Shares”), which includes the full exercise of the Over-Allotment Option, at a price of $3.60 per Common Share (the “Offering Price”) for aggregate gross proceeds of $28,752,300 (the “Offering“).
The Offering was conducted by a syndicate of underwriters led by Desjardins Capital Markets and which included TD Securities Inc., Canaccord Genuity Corp., Raymond James Ltd., Beacon Securities Limited, and Stifel GMP (together, the “Underwriters“).
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 connection with the Offering, the Corporation paid the Underwriters a cash commission equal to 6% of the gross proceeds of the Offering, and compensation options (the “Compensation Options“) equal to 6% of the Common Shares issued pursuant to the Offering. Each Compensation Option will entitle the Underwriters to purchase a Common Share at an exercise price of $3.60 for a period of 12 months from the closing date of the Offering.
The Common Shares were offered by way of short form prospectus in all of the provinces of Canada.
In a separate transaction that was completed 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”) sold to the Underwriters for resale 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 of $9,000,000 to the Selling Shareholders (the “Concurrent Block Trade”). The Selling Shareholders have entered into lock-up agreements for a period of 90 days from the date of closing prohibiting their disposition of securities of the Corporation, subject to certain exceptions. The Corporation did not receive any proceeds from the sale of the Common Shares associated with the Concurrent Block Trade.
Immediately prior to the Concurrent Block Trade, Kurt Sorschak had beneficial ownership of, or control and direction over 9,508,455 common shares, representing approximately 10.3% of the issued and outstanding common shares (prior to the closing of the Offering). Kurt Sorschak sold 2,000,000 common shares pursuant to the Concurrent Block Trade for gross proceeds of $7,200,000. Immediately following the Concurrent Block Trade and after giving effect to the Offering, Kurt Sorschak has beneficial ownership of, or control and direction over 7,508,455 common shares, representing approximately 7.5% of the issued and outstanding common shares.
For further information and to obtain a copy of the early warning report to be filed under applicable Canadian securities laws in connection with the foregoing matters, please see the Corporation’s profile on SEDAR at www.sedar.com or contact the Investor Relation Manager of the Corporation at the below coordinates. The Corporation’s head and registered office is located at 730, Industriel Blvd., Blainville, Québec, J7C 3V4.
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, 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.