Each unit consists of one common share and a half-warrant, with each full warrant entitling the holder to purchase an additional common share of the Company at a price of US$1.35 for a period of eighteen months from January 17, 2007, the date of closing. The units were placed with accredited investors outside of the United States with reliance on Regulation S under the Securities Act of 1933, as amended (the "US Securities Act"). All shares issued, including those issued upon exercise of the warrants, will be subject to a four-month resale restricted period in Canada. In addition, as such shares have not been registered under the US Securities Act or any state securities laws, they may only be offered or sold, absent registration, if an exemption from such registration requirements is available. At the Company's option, after the applicable resale restricted period has expired, the warrants' expiry date can be accelerated on 30 days notice should the Company's shares trade at or higher than $1.75 for ten consecutive trading days. Insiders of the Company purchased an aggregate of 500,000 units. No fees or material expenses were incurred in connection with the placement.
The capital from this financing will be allocated towards expanding the Company's operations in New Zealand and Southeast Asia.
As at January 17, 2007 the Company has 36,495,225 shares issued and outstanding. (Fully diluted: 52,619,867)
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