Cornwall Investments LLC

August 05, 2011 15:15 ET

Cornwall Investments LLC Acquires Securities of Viridis Energy Inc.

SOMERSET, NEW JERSEY--(Marketwire - Aug. 5, 2011) - Cornwall Investments LLC ("Cornwall") acquired ownership and control of 5,514,404 units ("Initial Units") of Viridis Energy Inc. ("Viridis") at a price of CDN$0.50 per Initial Unit for an aggregate subscription price of CDN$2,757,201.82 pursuant to a private placement. Each Initial Unit comprises one common share of Viridis and one common share purchase warrant (a "Initial Warrant"). Each Initial Warrant entitles the holder to purchase one common share of Viridis at a price of CDN$0.75 per share on or before May 14, 2012, subject to certain acceleration rights.

In a separate transaction, Cornwall acquired ownership and control of 1,800,000 units ("Additional Units") of Viridis at a price of CDN$0.25 per Additional Unit for an aggregate subscription price of CDN$450,000 pursuant to a private placement. Each Additional Unit comprises one common share of Viridis and one-half of one common share purchase warrant (an "Additional Warrant"). Each whole Additional Warrant entitles the holder to purchase one common share of Viridis at a price of CDN$0.40 per share on or before July 25, 2013, subject to certain acceleration rights.

In a separate transaction, Viridis issued to Cornwall a convertible promissory note ("Convertible Note") in the principal amount of CDN$780,460 evidencing a loan advanced by Cornwall. The Convertible Note bears interest at a rate of 5% per annum and is payable on March 10, 2012. Viridis and Cornwall each have the right to convert at any time any or all of the principal and interest owing under the Convertible Note into common shares of Viridis at a rate of one common share for every CDN$0.50 owing to a maximum of 1,560,000 common shares except that these conversion rights cannot be exercised by either party if the exercise would result in Cornwall holding, directly or indirectly, legally or beneficially, 20% or more of Viridis' issued and outstanding voting securities on the proposed date of exercise. Cornwall will own and control any common shares issued on exercise of the conversion rights.

Cornwall holds 7,314,404 common shares of Viridis, representing approximately 17.17% of its issued and outstanding common shares and, assuming the Initial Warrants and the Additional Warrants are exercised in full, 28.01% on a fully diluted basis.

If the conversion rights are exercised in full in accordance with the above-noted restriction, it will result in the issue to Cornwall of that number of common shares of Viridis, which, when added to the common shares already held, directly or indirectly, legally or beneficially, by Cornwall would equal 19.99% of Viridis' issued and outstanding common shares on the date of exercise.

Cornwall acquired the Initial Units and the Additional Units for investment purposes and advanced the loan evidenced by the Convertible Note to fund Viridis' working capital requirements. 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 may seek to influence the strategic direction of Viridis, which may occur through discussions with representatives of Viridis or by influencing control of Viridis' board of directors.

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.

Contact Information

  • Cornwall Investments LLC
    Robert Aaron
    (732) 309-5000