GUELPH, ON, April 23, 2012 /PRNewswire/ - BIOREM Inc. (TSXV:BRM) is pleased to
announce a proposed private placement of up to 1,400 Units at a price
per Unit of $1,000 for gross proceeds of up to $1.4 million. Each Unit
will consist of $1,000 principal amount of 8.00% convertible extendible
secured subordinated debentures (the "Debentures") with a maturity date 2 years from the date of issuance and 2,808
common share purchase warrants (the "Warrants"). The Debentures will be convertible into fully paid and
non-assessable Common Shares of the Company at the option of the holder
at any time over their term at a price of $0.178 per Common Share. The
maturity date of the Debentures can be extended to the fifth
anniversary date of the issuance date of the Debentures by holders of
66.67% of the then outstanding principal amount of Debentures. The
Debentures can be prepaid in full at any time by the Company upon
giving holders 15 days notice of prepayment. Each Warrant entitles the
holder to purchase one common share at a price of $0.178 per share for
a period of two (2) years from issuance. All securities issued
pursuant to the Private Placement will be subject to a four month hold
pursuant to applicable securities legislation. The private placement
is subject to raising a minimum of $500,000 of gross proceeds. The
private placement is expected to close (by way of one or more closings)
within the next forty-five days and is subject to regulatory approval.
An initial closing in respect of the private placement and in respect
of an amount in excess of the minimum amount of gross proceeds is
currently expected to occur on or before April 30, 2012. BIOREM
intends to use the proceeds from the private placement for working
capital and general corporate purposes.
BIOREM anticipates that insiders may subscribe for greater than 25% of
the private placement. The issuance of Units to insiders pursuant to
the private placement is considered to be a related party transaction
subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument
61-101. Biorem intends to rely on exemptions from the formal valuation
and minority shareholder approval requirements provided under sections
5.5(c) and 5.7(b) of Multilateral Instrument 61-101 on the basis that
the private placement constitutes a distribution of securities for cash
to insiders which is within the parameters of those sections.
About BIOREM Inc.
BIOREM is a leading clean technology company that designs, manufactures
and distributes a comprehensive line of high-efficiency air emissions
control systems used to eliminate odors, volatile organic compounds
(VOCs), and hazardous air pollutants (HAPs). With sales and
manufacturing offices across the continent, a dedicated research
facility, a worldwide sales representative network and more than 600
installed systems worldwide, BIOREM offers state-of-the-art
technology-based products and peace of mind for municipalities,
industrial companies and their surrounding communities. Additional
information on Biorem is available on our website at www.biorem.biz.
Neither 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.
SOURCE Biorem Inc.