SOMERSET, NEW JERSEY--(Marketwire - June 29, 2012) - Cornwall Investments LLC ("Cornwall") acquired, pursuant to a non-brokered private placement, ownership and control of 2,000,000 units (the "Units") of Viridis Energy Inc. ("Viridis") at a price of $0.25 per Unit for an aggregate subscription price of $500,000. Each Unit comprises one common share of Viridis and one non-transferable common share purchase warrant (the "Warrant"). Each Warrant entitles the holder to purchase one common share of Viridis at a price of $0.35 per share on or before June 27, 2017, subject to certain acceleration provisions.
After issuance of the Units, Cornwall owns and controls 9,314,404 common shares of the Issuer representing approximately 21.5% of the issued and outstanding common shares of the Issuer as of June 28, 2012 together with: (a) warrants to purchase 900,000 common shares of the Issuer at a price of $0.40 per share on or before July 25, 2013; and (b) warrants to purchase 2,000,000 common shares of the Issuer at a price of $0.35 per share on or before June 27, 2017, in each case, subject to certain acceleration provisions. Cornwall also holds convertible promissory notes in the aggregate principal amount of $3,922,000 convertible into a maximum of 17,627,036 units. Each such unit comprises one common share of the Issuer and one-half of one common share purchase warrant, each such whole warrant being exercisable to acquire one common share of the Issuer at a price of $0.40 per share for a period of 24 months from issuance.
Cornwall acquired the Units for investment purposes. Cornwall may or may not purchase or sell securities of Viridis in the future on the open market or in private transactions, depending on market conditions and other factors material to Cornwall's investment decisions, and reserves the right to dispose of any or all of its securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the securities.
Cornwall has filed an early warning acquisition report on SEDAR. A copy of the report may be obtained by contacting Robert Aaron at (732) 309-5000.