GLG Life Tech Corporation

GLG Life Tech Corporation

November 06, 2009 06:10 ET

GLG Life Tech Corporation Announces Equity Financing and NASDAQ Listing Application

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 6, 2009) - GLG Life Tech Corporation ("GLG" or the "Company") (TSX:GLG) announced today that it has filed a registration statement in the United States concurrently with a preliminary short form prospectus in all of the provinces of Canada, except Quebec. This will constitute the Company's initial public offering of common shares in the United States (the "U.S. IPO"). The Company proposes to offer 3,625,000 common shares (the "Offering"). In connection with its U.S. IPO, GLG has received conditional approval to list its common shares on the NASDAQ Global Market under the symbol "GLGL". Listing of the common shares on NASDAQ will be subject to GLG fulfilling all applicable listing requirements.

The Offering will be conducted through a syndicate of underwriters led by Canaccord Adams and GMP Securities L.P. and including Roth Capital Partners, LLC, Desjardins Securities Inc., and Wellington West Capital Markets Inc. (collectively, the "Underwriters"). GLG will agree to grant the Underwriters an over-allotment option to purchase that number of additional common shares of GLG equal to 15% of the common shares sold pursuant to the Offering, exercisable at any time, in whole or in part, up to 30 days from the closing of the Offering. The Offering will be priced in the context of the market with the final terms of the Offering to be determined at the time of pricing.

GLG expects to use the net proceeds from the Offering primarily for expansion of the Company's stevia processing facilities through registered capital payments to the Company's wholly-owned subsidiary Qingdao Runhao Stevia High Tech Company Limited. The balance of the net proceeds will be used for debt repayment, working capital requirements and other general corporate purposes.

In connection with the Offering and U.S. IPO, the Company effected a four-to-one (4:1) share consolidation of its common shares. The common shares are expected to start trading on a post consolidated basis on November 10, 2009. There will be no change in the name or trading symbol of the Company.

The common shares of GLG will be registered in the United States pursuant to a registration statement filed under a multi-jurisdictional disclosure system permitted for certain Canadian companies filing registration statements in the United States and are being offered by way of a short form prospectus in all of the provinces of Canada, except Quebec.

The registration statement has been filed with the United States Securities and Exchange Commission but has not yet become effective. The common shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Offering is subject to certain customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange, and in connection with the Company's listing application in connection with the U.S. IPO, to the approval of the NASDAQ. A copy of the registration statement can be accessed through the SEC's website at and a copy of the preliminary short form prospectus is available online at, and written copies are available from Canaccord Adams Inc., Syndicate Department, 99 High Street, 12th Floor, Boston, MA 02110. Tel: 617-371-3900.

About GLG Life Tech Corporation

GLG Life Tech Corporation is a global leader in the supply of high purity stevia, an all natural, zero-calorie sweetener used in food and beverages. The Company's operations cover each step in the stevia supply chain including non-GMO stevia seed breeding, natural propagation, stevia leaf growth and harvest, proprietary extraction and refining, marketing and distribution of finished product.

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Forward-looking statements: This press release contains certain information that may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws, including statements regarding GLG's planned U.S. IPO and public offering in Canada, planned listing on the NASDAQ Global Market, the expected closing date and the anticipated use of proceeds. These statements are based upon assumptions that the Offering will be successfully completed on the terms described above, and that the proceeds of the Offering can successfully be used as described above. There can be no assurance that GLG will complete the proposed Offering or that its common shares will be listed on the NASDAQ Global Market. All statements relating to plans, strategies, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements. Forward-looking statements and information are inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, operational risks, the effects of general economic conditions, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations, industry supply levels, competitive pricing pressures and other risks and uncertainties disclosed under the heading "Risk Factors" in the preliminary short form prospectus and the registration statement on Form F-10, the Company's Annual Information Form in respect of the year ended December 31, 2008 and the risk factors in the Management's Discussion and Analysis for the year ended December 31, 2008. Forward-looking statements and information may be identified by terms such as "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project", or similar terms or the negatives of these terms. Although we believe that the expectations reflected in the forward-looking statements and information are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. The Company's forward-looking statements and information reflect the beliefs, opinions and projections on the date the statements are made. The Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change, except as required by law.

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