, June 29, 2012
BIOREM Inc. (TSXV:BRM) is pleased to announce a proposed private
placement of up to 1,500 Units at a price per Unit of $1,000
proceeds of up to $1.5 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 4,545
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 $0.11
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 $0.11
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
expected to close within the next forty-five days and is subject to
regulatory approval. 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.
In addition, the Board of Directors is pleased to announce the
appointment of Mr. Bernardo Llovera to the role of Chair of the Board,
replacing Hank Vander Laan, who remains on the board.
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.