Bellair Ventures Inc. operating as SustainCo
TSX VENTURE : BVI

Bellair Ventures Inc. operating as SustainCo

May 28, 2013 09:00 ET

Bellair Ventures Inc. Announces Private Placement

TORONTO, ONTARIO--(Marketwired - May 28, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Bellair Ventures Inc. (TSX VENTURE:BVI) operating as SustainCo ("Bellair" or the "Corporation") is pleased to announce that it intends to complete a brokered private placement ("Private Placement") of secured term note units (the "Units") for a total gross proceeds of up to a maximum of CAD $10,000,000. Each Unit shall be comprised of: (i) a CAD $1,000 principal amount secured term note (each a "Term Note"); and (ii) one hundred (100) common share purchase warrants (each a "Warrant"), subject to TSX Venture Exchange approval. The Term Notes will bear interest at a rate of 12% per annum and will have a maturity date that is five (5) years following the closing of the Private Placement (the "Closing") with a redemption feature exercisable by the Corporation after a period of 24 months. Each Warrant shall entitle the holder to purchase one common share in the capital of the Corporation (each a "Common Share") at an exercise price of $1.00 for a period of 24 months following the Closing. 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 six per cent (6%) 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 six per cent (6%) of the total value of Units sold under the Private Placement. Each Broker Warrant shall entitle the Agent to purchase one Common Share at an exercise price of $1.00 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.

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.

About SustainCo

SustainCo, the operating brand of Bellair, a publicly traded company (TSX VENTURE:BVI), is a leading provider of sustainable infrastructure solutions and services. SustainCo solutions and services offer long-term customer value and environmental sustainability through a broad offering including alternative energy solutions, energy efficiency, innovative facility technology solutions, and facility maintenance services to customers in the multi-residential and ICI "industrial commercial and institutional" sectors across Canada. SustainCo focuses on both new build and retrofit markets.

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 TSX-V 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.

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Contact Information

  • Bellair Ventures Inc.
    Emlyn David
    President, Chief Executive Officer, Secretary and Chairman
    (416) 840-5002