VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 19, 2017) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
International Wastewater Systems Inc. (the "Company") (CSE:IWS)(FRANKFURT:IWI)(OTC PINK:INTWF) is providing an update on the Company's private placement financing previously announced on November 30, 2016 and December 23, 2016 (the "Placement").
The Placement terms have been amended to consist of a brokered private placement of up to 6,666,667 units (the "Units") at a price of $0.30 per Unit for aggregate gross proceeds of up to $2.0 million, with each Unit consisting of one common share (a "Share") and one common share purchase warrant (a "Warrant") of the Company. Each Warrant will entitle the holder to purchase one Share for a period of two years from the date of issuance at an exercise price of $0.40 per Share ("Brokered Placement").
The Company has engaged Haywood Securities Inc. ("Haywood") to lead the Brokered Placement on a best efforts basis. A cash commission equal to 7.5% of the gross proceeds of the Brokered Placement, and broker's warrants equal to 7.5% of the number of shares placed under the Brokered Placement will be payable to Haywood and qualified finders. The Company will grant Haywood an option, exercisable in whole or in part to sell up to an additional 15% of the Brokered Placement.
The proposed non-brokered private placement announced by the company on November 30, 2016 has been closed, with the Company issuing a total of 2,275,333 common shares at a price of $0.30 per Share for gross proceeds of $682,600.10 ("First Closing") (see press release dated December 23, 2016). Subject to the closing of the Brokered Placement, for each Share purchased in the First Closing investors will be offered a Warrant on the same terms as the Warrants included in the Brokered Financing, ensuring that the Brokered Placement and First Closing are offered on the same terms with all investors being treated equally.
The Company intends to complete a portion of the Placement pursuant to Multilateral CSA Notice 45-318 Prospectus Exemption for Certain Distributions through an Investment Dealer ("CSA 45-318") and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions (collectively with CSA 45-318, the "Investment Dealer Exemption"). In addition to conducting the Placement pursuant to the Investment Dealer Exemption, the Company will also accept subscriptions for Shares where other prospectus exemptions are available.
In accordance with the Investment Dealer Exemption, the Company advises that, as at the date hereof, there is no material fact or material change in respect of the Company that has not been generally disclosed. The Company further advises that there is no minimum number of Shares being offered pursuant to the Placement. The Company intends to use net proceeds from the Placement (approximately $1.8 million) for: manufacturing, assembly and installation for projects in Scotland, Canada, Australia and China ($700,000); repaying short term loans and current payables ($200,000); hiring additional sales and marketing personnel ($150,000); facility expansion and equipment purchases for increased manufacturing capacity ($500,000); with the remainder allocated to working capital ($250,000).
All securities distributed pursuant to the Placement will be subject to a statutory hold period of four months and a day from the date of issuance. The Placement will not be offered in the United States. Closing of the Placement is subject to receipt of all necessary regulatory approvals.
ON BEHALF OF THE BOARD
Lynn Mueller, Chairman and Chief Executive Officer
About International Wastewater Systems Inc.
International Wastewater Systems Inc. is a world leader in thermal heat recovery. IWS systems recycle thermal energy from wastewater, generating the most energy efficient and economical systems for heating, cooling & hot water for commercial, residential and industrial buildings. IWS is publicly traded in Canada (CSE:IWS), the United States (OTC PINK:INTWF) and Germany (FRANKFURT:IWI).
The CSE does not accept responsibility for the adequacy or accuracy of this release.
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.