SOMERSET, NEW JERSEY--(Marketwire - July 16, 2012) - Cornwall has converted the following convertible notes (together the "Notes") issued by Viridis Energy Inc. (the "Issuer") into units of the Issuer: (i) a $1,322,000 principal amount convertible note (as well as accrued interest thereon) into 5,568,772 units; (ii) a $1,300,000 principal amount convertible note (as well as accrued interest thereon) into 5,476,100 units; and (iii) a $1,300,000 principal amount convertible note (as well as accrued interest thereon) into 5,476,100 units, for an aggregate of 16,520,972 units (together the "Units"). The Units were acquired at a conversion price of $0.25 per Unit. Each Unit comprises one common share of the Issuer and one-half of one common share purchase warrant (the "Warrant"). Each whole Warrant entitles Cornwall to acquire one common share of the Issuer at a price of $0.40 per share (the "Warrant Exercise Price") on or before July 13, 2014 (the "Original Expiry Date"), subject to certain acceleration provisions. Cornwall acquired ownership and control of the Units on exercise of its conversion rights.
The common shares of the Issuer forming part of the Units and issuable on exercise of the Warrants represent 36.4% of the common shares of the Issuer that would be issued and outstanding immediately following conversion of the Notes if the Warrants were exercised on conversion of the Notes.
After issuance of the Units, Cornwall owns and controls 25,835,376 common shares of the Issuer representing approximately 43.2% of the issued and outstanding common shares of the Issuer as of July 13, 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; (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; and (c) warrants to purchase 8,260,486 common shares of the Issuer at a price of $0.40 per share on or before July 13, 2014, in each case, subject to certain acceleration provisions.
Cornwall acquired the Units for investment purposes. Cornwall may or may not purchase or sell securities of the Issuer 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.