FSI Energy Services Inc.

FSI Energy Services Inc.

June 29, 2012 16:05 ET

FSI Announces Non-Brokered Private Placement

CALGARY, ALBERTA--(Marketwire - June 29, 2012) - FSI Energy Group Inc. ("FSI") (TSX VENTURE:FSI) is pleased to announce that it has negotiated, subject to TSX Venture Exchange approval, a non-brokered private placement of 5,500,000 units (the "Units") at $0.10 per unit, for gross proceeds of $550,000 (the "Private Placement"). Each unit is comprised of one common share in the capital of FSI (a "Common Share") and one-half of a warrant (a "Warrant"). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.15 per share at any time prior to 4:00 p.m. (Calgary time) on the date that is twelve months following the closing date of the Private Placement. The Common Shares and Warrants issued in connection with the Private Placement will be subject to a four-month hold period from the closing date, as prescribed by the TSX Venture Exchange and applicable securities laws.

Directors and officers of FSI will acquire approximately 63% of the Units under the private placement in the amounts shown below:

Name Subscription up to: Number of Units
Ian Ball,
CFO and Vice President $100,000 1,000,000 Units
Perry Ball,
Vice President $100,000 1,000,000 Units
Richard Ball,
President and CEO $105,000 1,050,000 Units
Douglas Keller,
Director $15,000 150,000 Units
Dennis Nerland,
Chair, Board of Directors $15,000 150,000 Units
Robert Spiller,
Director $15,000 150,000 Units

The participation of the directors and officers of FSI in the Private Placement means that the Private Placement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities to be issued to, nor the consideration to be paid by, such persons exceeds 25% of FSI's market capitalization calculated as of the close of trading on the TSX Venture Exchange at the time the private placement was agreed to (i.e., June 29, 2012).

About FSI

Through its wholly owned subsidiary FSI International Services Ltd., FSI Energy Group Inc. is a Calgary- based manufacturing and service company specializing in customized filtration, filtration-related technologies and Brine Plants for the energy, chemical, and water treatment industries.

Forward-looking Information Cautionary Statement

Certain information contained in this press release, including information and statements which may contain words such as "could", "plans", "should", "anticipates", "expect", "believe", "will", and similar expressions and statements relating to matters that are not historical facts are forward-looking information. Forward-looking statements are based on the opinions and estimates of management relying on their experience at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSX Venture Exchange, changes in the business environment that might impact the intended use of proceeds and terms of the financing and changes in the intention of the parties to subscribe to the private placement. All of the forward-looking information contained in this press release is qualified by this cautionary statement. There can be no assurance that the actual results or developments anticipated by FSI, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on FSI or its business operations. FSI disclaims any intention or obligation to update or revise any forward-looking information as a result of new information or future events. Readers should not place undue reliance on forward-looking information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • FSI Energy Group Inc.
    Richard Ball
    President and CEO
    (403) 571-4230
    (403) 230-3106 (FAX)