Xebec Adsorption Inc.

Xebec Adsorption Inc.

November 04, 2009 15:24 ET

Xebec Announces Private Placement

MONTREAL, QUEBEC--(Marketwire - Nov. 4, 2009) - Xebec Adsorption Inc. (TSX:XBC) ("Xebec"), a provider of biogas upgrading as well as natural gas and hydrogen purification solutions, is pleased to announce that it has engaged Canaccord Adams ("Canaccord") to proceed with a private placement to raise approximately $5,000,000 (the "Offering") through the issuance of 6,666,700 units at a price of $0.75 per unit (the "Units").

Each Unit will consist of one common share and one half of one warrant. Each whole warrant will entitle the holder to purchase one additional common share from treasury at an exercise price of $1.10 for a period of 18 months from closing. The warrants are subject to an accelerated expiry if, at any time after December 31, 2009, the published closing trade price of the common shares on the Toronto Stock Exchange ("TSX") is equal or superior to $1.60 for any 20 consecutive trading days, in which event Xebec may give the holder a written notice that the warrants will expire at 5:00 p.m. (Toronto Time) on the 30th day from the receipt of such notice.

In addition, Canaccord has been granted an option (the "Over-allotment Option") to sell up to an additional number of Units equal to the lesser of the over-allocation position and 15% of the size of the Units offering, at the same offering price, for market stabilization and over-allotment purposes. The Over-allotment Option may be exercised at any time, in whole or in part, until that date which is 30 days following the closing date. The Offering is expected to close on or about November 24, 2009. The proceeds will be used for working capital and general corporate purposes.

Under the rules of the TSX, security holder approval will be required in connection with the Offering. Xebec expects to obtain written consent from holders of more than 50% of its common shares (excluding the common shares held by insiders participating in the Offering).

All of the securities issued pursuant to the Offering will be subject to a hold period expiring four months and a day after the closing date. The closing of the Offering is subject to the approval of the TSX.

About Xebec Adsorption Inc.

Xebec specializes in the design and manufacture of cost-effective, environmentally responsible purification, separation, dehydration, and filtration equipment for gases and compressed air. The solutions we provide include natural gas and biogas purification, natural gas dehydration, hydrogen purification for fuel cell and industrial applications, and specialized solutions for other gases. Xebec also offers compressed air treatment solutions. To date, Xebec has supplied more than 8,000 adsorption systems to more than 1,300 customers worldwide. Xebec is headquartered in Blainville, Quebec, Canada and its shares trade on the TSX under the symbol "XBC". More information can be found at www.xebecinc.com.

Caution Concerning Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking" statements within the meaning of applicable securities laws. This forward looking information includes, but is not limited to, the expectations and/or claims of management of Xebec with respect to information regarding the business, operations and financial condition of Xebec. Forward looking information contained in this press release involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Xebec or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. This list is not exhaustive of the factors that may affect forward-looking information contained in this press release. When used in this press release, such statements use such words as "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "will" and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this presentation. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements.

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