Québec City, February 26, 2015 – TSO3 Inc. (“TSO3” or the “Company”) (TSX: TOS) an innovator in sterilization technology for medical devices in healthcare settings, is pleased to announce that it has filed a final short form prospectus with the securities regulatory authorities in all provinces of Canada with respect to a previously announced public offering of 8,000,000 units of TSO3 at the price of C$1.25 per unit for aggregate gross proceeds to TSO3 of C$10,000,000. Each unit is comprised of one common share and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of TSO3 at a price of $1.875 per common share at any time during the 24-month period following the closing of the offering. The warrants are subject to an accelerated expiry if, at any time after September 30, 2015, the closing trade price of the common shares on the TSX is equal or superior to $2.00 for any 10 consecutive trading days.
The Company has also agreed to grant the underwriters an over-allotment option, exercisable in whole or in part prior to the 30th day following the closing of the offering, to purchase securities which may include up to (i) an additional 1,200,000 units at the issue price of $1.25 per unit, (ii) up to 1,200,000 additional common share purchase warrants at a price of $0.001 per warrant, or (iii) any combination of the foregoing, 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 Company will be $11,500,000.
The offering is being made on a bought deal basis through a syndicate of underwriters co-led by Desjardins Securities Inc. and Canaccord Genuity Corporation and including Euro Pacific Canada Inc., and Laurentian Bank Securities Inc. The offering is expected to close on or about March 5, 2015 and is subject to customary conditions and regulatory approvals.
As the Company recently obtained U.S. regulatory clearance for the STERIZONE® VP4 Sterilizer, 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 Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the common shares issuable pursuant to the offering, subject to TSO3 fulfilling all of the listing requirements of the TSX.
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 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.
Founded in 1998, TSO3’s activities encompass research, development, commercialization and licensing of sterilization processes for heat-sensitive medical devices, related equipment, accessories and consumable supplies. TSO3 designs products for sterile processing areas in the hospital environment and offers an advantageous replacement solution 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.
The TSX has neither approved nor disapproved the information contained herein and accepts no responsibility for it.
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