CEMATRIX Corporation
TSX VENTURE : CVX

January 22, 2010 16:30 ET

CEMATRIX Corporation Announces Closing of Offering of Units

CALGARY, ALBERTA--(Marketwire - Jan. 22, 2010) - CEMATRIX Corporation (TSX VENTURE:CVX) (the "Corporation" or "CEMATRIX") is pleased to announce that further to its press release dated December 3, 2009, it has completed a private placement (the "Private Placement") of 100 units (individually, a "Unit") to certain subscribers at a subscription price of $5,000 per Unit, for aggregate gross proceeds of $500,000, each Unit to be comprised of a $5,000 secured subordinated participation debenture (individually, a "Debenture") and 10,000 warrants (individually, a "Warrant"), each whole Warrant entitling the holder thereof to purchase one common share in the capital of the Corporation (a "Common Share"). 

Each Debenture will mature 3 years after the issuance thereof, subject to early repayment. Three percent of the cash revenues received by the Corporation and its subsidiaries during each three month period (a "Quarter") ending after the closing date are to be paid by the Corporation against the principal amounts owing under the Debentures. For each Debenture held, the holder thereof will be entitled to a quarterly distribution of $150 so long as any of the principal amounts owing under the Debentures are outstanding within thirty days of a Quarter end. Notwithstanding that the principal amounts owing under the Debentures are paid back prior to the expiry of the three year term, and subject to compliance with all applicable laws, each holder of a Debenture will be entitled to a minimum of six quarterly distributions and: (i) should re-payment of the principal amount owing under the Debentures occur between months 19 and 24 months after the issuance of the Debentures, a holder of Debentures shall be entitled to one additional distribution of $150 above and beyond their quarterly distributions for each Debenture held; or (ii) should re-payment of the principal amount owing under the Debentures occur between months 25 and 36 after the issuance of the Debentures, a holder of Debentures shall be entitled to two additional distributions of $150 above and beyond their quarterly distributions for each Debenture held.

Each Warrant issued pursuant to the Private Placement shall be exercisable for a term of three years at an exercise price of $0.15. If the average closing trading price of the Common Shares on the TSX Venture Exchange Inc. or other recognized exchange is equal to or greater than $0.30 for a period of 60 consecutive days, the Corporation shall have an option at its sole discretion to provide a written notice to accelerate the expiry (the "Acceleration Notice") advising the Warrant holders that they shall have 21 days following the date of the Acceleration Notice to exercise their Warrants and any unexercised Warrants after the expiry of the 21st day following the Acceleration Notice shall expire with no further rights and privileges attached thereto. The Warrants are subject to a hold period under applicable securities laws until May 23, 2010. 

The proceeds from the Private Placement will be used to support the working capital position of the Corporation and for capital additions.

Pursuant to the Private Placement, certain finders were paid a finder's fee in the aggregate totalling $35,000, representing 7% of the gross proceeds raised pursuant to the Private Placement.

CEMATRIX is an Alberta corporation with its head offices in Calgary, Alberta. The Corporation, through its wholly owned subsidiary, is a manufacturer and supplier of technologically advanced cellular concrete products with applications in a variety of markets, including oil and gas construction and infrastructure construction. Cellular concrete provides a cost and labour saving solution as a replacement for rigid and other insulating materials in frost-susceptible or permafrost conditions. Cellular concrete is also used in void filling situations and as a replacement for granular fills and weak or unstable soils.

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.

Contact Information

  • CEMATRIX Corporation
    Jeffrey Kendrick
    (403) 219-0484
    or
    The Howard Group
    Peter Weichler
    (403) 221-0912