Biosenta Inc.

CNSX : ZRO


Biosenta Inc.

October 10, 2013 10:45 ET

Biosenta Inc. Announces Closing of Private Placement of 6,522,892 Units

TORONTO, ONTARIO--(Marketwired - Oct. 10, 2013) - BIOSENTA INC. (CNSX:ZRO) (the "Company") is pleased to announce that the first tranche of a private placement of units previously announced by a news release on September 26, 2013 at a price of $0.15 per unit (the "Offering"), has closed. The Company issued 6,522,892 units, each unit consisting of one Class A Share and one half of one Class A Share purchase warrant. Each whole warrant will entitle the holder to purchase one additional Class A Share in the capital of the Company (a "Warrant Share") at an exercise price of $0.20 per Warrant Share to the extent such Warrant is exercised on or before the date that is 18 months from October 10, 2013. Of the $978,433.80 of units sold, $743,184.62 of the aggregate subscription price of the units was satisfied by the setoff of existing debt owed by the Company to the certain subscribers.

In connection with the issue and sale of the units, the Company issued 248,333 Class A Shares at a deemed issue price per share of $0.15 to satisfy the payment of $37,250 in finders' fees and issued 124,166 warrants to acquire Class A shares at a price of $0.20 per share the extent such warrants are exercised on or before the date that is 18 months from October 10, 2013.

All securities issued will be subject to a four-month hold period.

As part of the Offering, Bruce Lewis, the Chairman of the Company, subscribed for an aggregate of 2,505,230 units and a company controlled by certain directors of the Company subscribed for an aggregate of 2,260,000 units. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of units to Mr. Lewis and the above-noted company constitute "related party transactions". The Company is exempt from obtaining both a formal valuation and minority shareholder approval in connection with such issuance of units because neither the fair market value of the common shares and warrants issued to the related parties under the Offering, nor the consideration for such securities, exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101.

About Biosenta Inc.

Biosenta Inc.'s line of retail anti-microbial products will effectively kill mould, bacteria and fungi on contact and prevent re-growth. These products address the demand created by the mounting health and environmental concerns. Mould can affect the immune system, nervous system, liver, kidneys, blood and cause brain damage.

Biosenta will also manufacture and distribute an anti-microbial filler. Calcium Carbonate is one of the most common fillers used industrially. It is susceptible like other fillers that hold moisture to attracting mould. Annual global revenue in the calcium carbonate filler industry approximates 140 billion dollars. Biosenta will produce anti-microbial filler that performs 'filling' and 'bulking' functions like calcium carbonate. Biosenta's filler product will not attract moisture and consequently mould infestation. Biosenta's filler with its anti-microbial high ph core in individual particles will enhance commercial product life and eradicate a broad spectrum of known bacteria, fungi, algae and other micro-organisms by suppression of their reproduction.

On behalf of the Board of Directors of Biosenta Inc.

Edward Pardiak, CEO & President

The CNSX has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release. Neither the CNSX nor its Regulation Services Provider (as such term is defined in the policies of the CNSX) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Biosenta Inc.
    Bruce Lewis
    Chairman
    (416) 410 2019
    1120 Finch Avenue West, Suite 503
    Toronto, Ontario M3J 3H7