Bennett Environmental Inc.
TSX : BEV

Bennett Environmental Inc.

January 24, 2007 08:37 ET

Bennett Environmental Proceeds With Rights Offering

OAKVILLE, ONTARIO--(CCNMatthews - Jan. 24, 2007) - Bennett Environmental Inc. (TSX:BEV) ("BEI" or the "Company") is pleased to announce that it has finalized the terms of a proposed rights offering (the "Rights Offering") originally announced in the Company's news release dated December 15, 2006, and has filed a final rights offering circular dated January 23, 2007 (the "Rights Offering Circular") with securities regulators in each province and territory of Canada. The Rights Offering is being made to shareholders resident in Canada and shareholders resident in the United States who have satisfied the Company that they are "accredited investors" under Regulation D promulgated under the United States Securities Act of 1933, as amended (collectively, "Eligible Shareholders").

Under the Rights Offering, each shareholder of record on February 1, 2007 (the "Record Date") will receive one transferable right ("Rights") for every common share of the Company held. Four (4) Rights will entitle Eligible Shareholders to purchase one common share of the Company at the subscription price of $0.75, until the expiration of the Rights Offering which is 4:00 p.m. Toronto time on February 28, 2007 (the "Rights Expiry Date").

The Rights will be posted for trading, and the Company's common shares will commence trading on the Toronto Stock Exchange ("TSX") on an ex-rights basis, at market open on January 30, 2007. The Rights will trade under the symbol "BEV.RT".

Once all of the Rights are exercised, the Company will receive gross proceeds of approximately $4.1 million , which will be used for capital expenditure, for financing new incremental businesses and for general working capital purposes.

A Rights Offering Circular and Rights Certificate will be mailed to all Eligible Shareholders on or about February 6, 2007 and will also be available on the SEDAR website at www.sedar.com. Computershare Investor Services Inc., as subscription agent under the Rights Offering, has agreed to sell the Rights of all ineligible shareholders on a best-efforts basis on their behalf and to remit the pro rata net proceeds (if any) from such sale to the ineligible shareholders following completion of the Rights Offering. Shareholders should refer to the detailed Rights Offering Circular for the terms and conditions of the Rights Offering.

The Company has been advised that certain of the directors and officers of the Company may exercise the Rights they will receive under the Rights Offering (subject to compliance with the laws of the jurisdiction in which they are resident); however, no commitments to do so have been made.

Second City Capital Partners I, Limited Partnership ("Second City"), which is the Company's largest shareholder, has agreed to participate in the Rights Offering by exercising its basic subscription privilege and by purchasing all additional shares that are not otherwise subscribed for under the Rights Offering on a stand-by commitment basis if necessary, pursuant to the standby guarantee agreement between the Company and Second City dated January 19, 2007. In connection with the standby guarantee agreement, Second City has agreed to place with its solicitors in trust an aggregate of $4.4 million to be applied towards Second City's participation in the Rights Offering and the stand-by commitment. As compensation for providing the stand-by commitment, the Company has agreed to issue to Second City within five (5) days of the Rights Expiry Date a total of 1,080,000 common share purchase warrants. Each warrant will entitle the holder to purchase one common share of the Company, at an exercise price equal to the five-day volume weighted average price of the common shares prior to the issue date with respect to 540,000 warrants, and at an exercise price equal to the foregoing price plus $0.10 with respect to the other 540,000 warrants. The warrants will have a term of 36 months from the date of issue, exercisable after the first 12 months from the date of issue. Please refer to the Rights Offering Circular for further details on the standby guarantee agreement and Second City's participation in the Rights Offering.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. Accordingly, except to the extent permitted by law, these securities may not be offered or sold within the United States of America or to any resident thereof, and this press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein within the United States of America.

Forward Looking Statements

Certain statements contained in this press release and in certain documents incorporated by reference into this press release constitute forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and "confident" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. BEI believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this press release should not be unduly relied upon. These statements speak only as of the date of this press release. BEI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Bennett Environmental Inc.

Bennett Environmental Inc. is a North American leader in high-temperature treatment services for the remediation of contaminated soil and has provided thermal solutions to contamination problems throughout Canada and the U.S. Bennett Environmental's technology provides for the safe, economical and permanent solution to contaminated soil. Independent testing has consistently proven that the technology operates well within the most stringent criteria in North America. For information, please visit the Bennett Environmental website at: www.bennettenv.com.

Contact Information

  • Bennett Environmental Inc.
    Michael McSweeney
    Vice President
    (905) 339-1540 ext 209
    Website: www.bennettenv.com