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Nanotech Sciences Corp. ("Nanotech") (TSX VENTURE:NAN.P) is pleased to announce further advancement of its "Qualifying Transaction" in accordance with TSX Venture Exchange (the "Exchange") Policy 2.4, with Natcore Technology Inc. ("Natcore"), previously announced on June 19, 2008. Subject to completion of the Qualifying Transaction, Nanotech will raise up to $4,000,000 by way of concurrent brokered and non-brokered private placements (collectively, the "Offering") of units ("Units") at $0.40 per Unit, each Unit comprising one common share and one share purchase warrant ("Warrants"), where each Warrant is exercisable for a period of two years from closing to purchase one additional common share of Nanotech at a price of $0.75 per share. The Warrants will be subject to forcible conversion within 30 days of delivery of a notice from Nanotech, in the event the common shares of Nanotech close at over $1.50 for twenty consecutive trading days on the Exchange.
Leede Financial Markets Inc. (the "Agent") has been engaged to complete the brokered private placement of up to $1,750,000 of the Offering (4,375,000 Units) on a best efforts basis. Nanotech has agreed to pay the Agent a cash fee equal to 7% of the funds raised by the Agent. The Agent will also receive brokers' warrants exercisable into that number of common shares that equals 10% of the number of Units sold by the Agent, for a term of two years from closing at a price of $0.40 per share. Nanotech will also pay a $25,000 corporate finance fee and reasonable expenses of the Agent in connection with the private placement. Based on this brokered private placement, application will be made to the Exchange under their policies for waiver of the sponsorship requirement.
The balance of the Offering will be carried out on a non-brokered basis. Nanotech may pay finders' fees in connection with the non-brokered portion, in accordance with Exchange policies.
The securities underlying the Units, including the common shares and Warrants issued on closing and the common shares issuable upon due exercise of the Warrants and brokers' warrants, will all be subject to a four (4) month statutory hold commencing from the date of issuance. The Offering is subject to Exchange acceptance of requisite regulatory filings.
Nanotech has also agreed, under the terms of the Letter of Intent with Natcore dated June 19, 2008, and subject to Exchange acceptance, to advance USD$100,000 (the "Advance") to Natcore to cover transactional expenses pending completion of the Qualifying Transaction. The Advance bears interest at 6% per annum and is secured by way of a promissory note and general security agreement. The Advance is repayable within one year or upon demand if the Qualifying Transaction is not completed.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
This news release may contain forward-looking statements that are based on Nanotech's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and Nanotech undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this release.
Nanotech Sciences Corp.
President & Chief Executive Officer
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