TORONTO, ONTARIO--(Marketwire - Dec. 6, 2012) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Bellair Ventures Inc. (TSX VENTURE:BVI) ("Bellair" or the "Corporation") is pleased to announce that it intends to complete a brokered private placement (the "Private Placement") of a minimum of 2,000,000 units of the Corporation (each, a "Unit") and up to a maximum of 4,000,000 Units at a purchase price of $0.50 per Unit, for gross proceeds of a minimum of $1,000,000 and up to a maximum of $2,000,000. Each Unit shall be comprised of: (i) one common share of the Corporation (a "Common Share"); and (ii) one Common Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder to purchase one Common Share at an exercise price of $0.75 for a period of 24 months following the closing of the Private Placement (the "Closing"), subject to adjustment in certain events. Proceeds of the Private Placement shall be used for targeted acquisitions and general working capital purposes.
The Corporation has engaged Portfolio Strategies Securities Inc. (the "Agent") as lead agent for the Private Placement. As compensation, the Corporation shall pay to the Agent a cash commission equal to eight per cent (8%) of the gross proceeds of the Private Placement upon Closing. The Agent will also be issued that number of broker warrants (each, a "Broker Warrant") that is equal to eight per cent (8%) of the number of Common Shares sold under the Private Placement. Each Broker Warrant shall entitle the Agent to purchase one Common Share at an exercise price of $0.50 per Common Share for a period of 24 months from date of Closing, subject to adjustment in certain events.
Closing of the Private Placement is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSX-V"). The securities issued in connection with the Private Placement will be subject to a hold period expiring four months and one day from the date of issuance.
The securities being offered have not, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities in the United States.
The Corporation recently acquired Urban Mechanical Contracting Ltd ("Urban Mechanical"), a leading mid-tier mechanical contractor which, together with predecessor businesses, has a history spanning more than 45 years in low-rise residential, high-rise residential, and Industrial Commercial Institutional ("ICI") installations in Ontario, Canada. With over 140 employees, Urban Mechanical has become an industry leader in design, LEED certified buildings, job site safety and risk management.
The addition of Urban Mechanical to the Corporation puts the Corporation in the position to meet the increasing demand of the ICI marketplace. The combination of Urban Mechanical and the Corporation's wholly-owned subsidiary, Clean Energy Developments Corp., a leading national design building and distributor of thermal energy systems and solutions, will allow the delivery of end-to-end sustainable solutions for asset owners, managers, and construction leaders, which ultimately will enable the delivery of more cost effective and risk mitigated solutions to customers for inside and outside thermal energy and mechanical services.
Certain statements in this press release are forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by Bellair at the time of preparation, may prove to be incorrect. Forward-looking statements, specifically those concerning future performance, expectations with respect to the closing of the Private Placement contemplated herein and other statements that are not historical fact, are subject to certain risks and uncertainties, and actual results may differ materially from Bellair's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by Bellair with the TSX-V and securities regulators. Bellair does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Completion of the Private Placement is subject to a number of conditions, including the identification and procurement of a sufficient number of subscribers to fulfill the requirement of the Private Placement, and Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed herein, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Neither the TSX-V, nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.