Clearford Plans Private Placement With Material Insider Participation
OTTAWA, (January 24, 2012 ) – Clearford Industries Inc ( “Clearford” or the “Company”), (TSX-V: CLI) today announced that it intends to complete a brokered private placement within the next 60 days.
The placement will be a common share issuance of up to $1.5 million through a series of private placements of equity units “Units” at a price of $0.16 per Unit. Each Unit will consist of one common share and one warrant to acquire an additional common share with an exercise price of $.25 per common share and exercisable for two years commencing on the underlying closing dates.
The Units will be subject to a restriction from trading on the 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 Clearford’s internal operations and working capital requirements. Participation in the private placement will include third parties, as well as current shareholders of Clearford. Clearford currently has 64,246,509 shares outstanding and 80,265,653 shares on a fully-diluted basis. Upon closing of the private placement the outstanding shares may increase to 73,621,509 and 99,015,653 shares on an issued and fully-diluted basis respectively. It is intended that SC Stormont Holdings “Stormont” will participate in the private placement in an amount that may exceed 25 percent of the private placement, but shall not exceed 50 percent. Stormont currently owns 19 percent of the issued and outstanding shares of Clearford. Stormont is controlled by Roderick M. Bryden. Mr. Bryden is also a director of Clearford.
A broker fee of 5 percent will be paid to Cillo Finance Inc. on investments made by certain arms-length investors.
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.
Clearford Industries Inc. (TSX-V: CLI) is the developer of the patented Small Bore Sewer ™ (SBS™), a watertight small diameter wastewater collection system that provides servicing with superior operational and environmental performance at a significantly lower cost when compared to historic gravity sewers. Clearford’s SBS™ technology and industry expertise provide the enabling platform to deliver, on a global basis, turnkey, fixed-price wastewater collection, treatment and energy generation solutions that are ideally suited for water-scarce regions, those with unreliable water distribution networks, and new developments seeking a greener approach to water and wastewater management. For more information on Clearford, please visit www.clearford.com.
Forward Looking Statements
This news release contains certain statements that constitute forward-looking statements as they relate to the Company and its management. Forward-looking statements are not historical facts but represent managements current expectation of future events, and can be identified by words such as “believe”, “expects”, “will”, “intends”, “plans”, “projects”, “anticipates”, “estimates”, “continues” and similar expressions. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct.
By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward-looking statements. If and when forward-looking statements are set out in this news release, Clearford will also set out the material risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by applicable securities law, the Company assumes no obligation to update or revise any forward looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including, but not limited to: industry cyclicality; the ability to secure third party agreements; successful integration of Clearford’s system with third party technology; competition; reduction in demand for products; collection from customers; relationships with suppliers; product liability; intellectual property; reliance on key personnel; environmental; interest rates; uninsured and underinsured losses; operating hazards; risks of future legal proceedings; income tax matters; credit facilities; availability and terms of financing; distribution of securities; restrictions on potential growth; effect of market interest rates on price of securities; and potential dilution.
For further information:
Clearford Industries Inc.
Phone: (613) 762-8402