Not for distribution to U.S. Newswire Services or for dissemination in the United States
Québec City, February 11, 2015 – TSO3 Inc. (the “Corporation”), an innovator in sterilization technology for medical devices in healthcare settings, is pleased to announce today that it has entered into a bought deal agreement with a syndicate of underwriters co-led by Desjardins Capital Markets and Canaccord Genuity Corporation (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase 8,000,000 units in the capital of TSO3 at the price of C$1.25 per Unit (the “Issue Price”) for aggregate gross proceeds to TSO3 of C$10,000,000 (the “Offering”). Each Unit shall be comprised of one common share (“Common Share”) and one common share purchase warrant (“Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one Common Share at a price of $1.875 per Common Share at any time during the 24-month period following the Closing Date. The Warrants are subject to an accelerated expiry if, at any time after September 30, 2015, the published closing trade price of the Common Shares on the TSX is equal or superior to $2.00 for any 10 consecutive trading days, in which event the Corporation may give the holders a written notice that the Warrants will expire at 5:00 p.m. (Montreal Time) on the 30th day from the receipt of such notice.
The Corporation has also agreed to grant the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, to purchase securities which may include up to (i) an additional 1,200,000 Units (the “Over-Allotment Units”) at the Issue Price, each Over-Allotment Unit being comprised of one Common Share and one Warrant, (ii) up to 1,200,000 additional common share purchase warrants (the “Over-Allotment Warrants”) at a price of $0.001 per Over-Allotment Warrant, or (iii) any combination of Over-Allotment Units and Over-Allotment Warrants, such option expiring on that date which is 30 days following the Closing Date, it being understood that the total number of Over-Allotment Units and Over-Allotment Warrants may not exceed 1,200,000. In the event that the Over-Allotment Option is exercised in full for Over-Allotment Units, the gross proceeds from the Offering to the Corporation will be $11,500,000.
With the recent clearance of the STERIZONE® VP4 Sterilizer in the USA, the net proceeds from the Offering will be used to strengthen the Company’s financial position in support of a channel partner activity, ramp-up working capital to support sales, and for general corporate purposes. The Offering is expected to close on or about March 5, 2015 and is subject to customary conditions and regulatory approvals.
This news release is not an offer of securities for sale in the United States and is not an offer to sell or solicitation of an offer to buy any securities of the Company, nor shall it form the basis of, or be relied upon in connection with any contract for purchase or subscription. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 (the “Securities Act”) or an exemption from registration thereunder. These securities have not been and will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or pursuant to an applicable exemption therefrom.
TSO3, founded in Québec City in 1998, specializes in the research and development of innovative, high-performance medical instrument sterilization technology with high commercial potential. TSO3 designs products for sterile processing areas in the hospital environment and offers an advantageous replacement solutions to other low temperature sterilization processes currently used in hospitals.
For more information about TSO3, visit the Company’s Web site at www.tso3.com
The statements in this release and oral statements made by representatives of TSO3 relating to matters that are not historical facts (including, without limitation, those regarding the timing or outcome of any financing undertaken by TSO3) are forward-looking statements that involve certain risks, uncertainties and hypotheses, including, but not limited to, general business and economic conditions, the condition of the financial markets, the ability of TSO3 to obtain financing on favourable terms and other risks and uncertainties.
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