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05/13/2010 Clearford Announces Private Placement for up to $2,500,000 Ottawa, Ontario – (May 13, 2010) –Clearford Industries Inc. (“Clearford” or the “Company”, TSX-V:CLI) today announced its intention to proceed with a common share issuance up to an amount of $2.5 million by way of a private placement of equity units (“Units”) at a price of $0.10 per Unit. Each Unit will consist of one (1) common share and one (1) warrant to acquire an additional common share with an exercise price of $0.15 per common share and a two year term. The common shares issued will be subject to a restriction from trading on the TSX Venture Exchange (“TSX-V”) for four months from the closing date in accordance with TSX-V rules and regulations for private placements. Proceeds will be applied to fund the Company’s internal operations and working capital requirements. Participation in the share issuance will include third parties, as well as current shareholders and directors of the Company. The Company currently has 25,706,165 shares outstanding and 27,906,227 shares on a fully-diluted basis. Investment in this issue of $1.135 million has been committed, of which $635,000 will be purchased by SC Stormont Holdings Inc. (“Stormont”), subject to required shareholder consent, and $500,000 by a fund manager based in Europe. In August 2009, the Company’s strategy became focused specifically on those areas in the international marketplace where the Clearford SBS solution is well positioned to meet the needs of the local communities; where water scarcity and modest cost are key drivers in decisions for wastewater solutions. This international initiative, built upon the foundation of Clearford’s existing Canadian reference sites, intellectual property, system integration partnership and wastewater outputs being clean water and fuel to generate green electricity, have resulted in a very positive response and strong interest from these markets. As a result of trips in late 2009 and early 2010 with senior government officials, Clearford’s international focus has included numerous political, academic and business meetings in countries including China, India and the Maldives. Through these ongoing face-to-face efforts, Clearford has established what we believe to be a credible business development network. Clearford is now in discussions with sponsors of projects in Delhi and Jaipur, India. Further numerous suitable sites have been identified throughout China and the Maldives. No contracts yet exist and it is not certain that any will result, however, currently the response from these potential clients has been both very positive and progressing toward what management anticipates could result in contracts in the next several months. This share issue will be used to fund the Company’s internal operations as it pursues these opportunities. Financing requirements for specific projects will be funded by the customer. A broker fee from 3% up to 6% will be paid on investments made by arms-length investors. The investment brokers involved in selling to arms-length shareholders include Lytton Industries Inc. and another brokerage firm. Stormont currently owns 4,875,000 common shares of the Company or 19% of the issued and outstanding shares and 17.5% on a fully diluted basis. Following this private placement, Stormont will own 11,225,000 common shares or 30.3% of outstanding shares assuming a subscription of only $1.135 million, and on a fully diluted basis 15,458,333 common shares or 22.2% assuming a full subscription of $2.5 million. The Stormont portion of this private placement is subject to disinterested shareholder approval to be obtained by written consent and approval by the TSX-V. Pursuant to Clearford's Insider Trading Policy, any insiders, including Stormont, are subject to a blackout period until release of the first quarter financial results (the "Blackout Period"). It is anticipated that the private placement contemplated herein may close prior to the end of the Blackout Period. Clearford will seek Board approval for the waiver of the Blackout Period for the private placement described herein with any insiders, including Stormont. Stormont is a company controlled by Rod Bryden, a director and officer of the Company. Since early November 2009, the Company has been provided with short term financing from Stormont and a company controlled by a director of the Company. The terms of the short term debt have been extended and increased to allow for further funding of the Company’s operations. It is intended that a portion of these short term loans, when repaid, will subsequently be invested in common shares of the Company. While Clearford believes that significant and near term opportunities exist for the Company’s solution, there can be no assurance that customer agreements will be reached or that such agreements will be profitable should they be implemented. Neither the 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. About Clearford Industries Inc. Forward Looking Statements For more information contact: |
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