Pacific Safety Products Inc.

Pacific Safety Products Inc.

March 27, 2007 15:53 ET

Pacific Safety Products Inc. Announces the Completion of a $4.5 Million Private Placement of Subscription Receipts

KELOWNA, BRITISH COLUMBIA--(CCNMatthews - March 27, 2007) - Pacific Safety Products Inc. (TSX VENTURE:PSP) ("PSP" or "the Company") is pleased to announce the Company has completed a private placement financing ("the Financing") with Acumen Capital Finance Partners Limited, as agent. 4.5 million Subscription Receipts ("Subscription Receipts") of the Company were issued in consideration for aggregate gross proceeds of $4,500,000. As previously announced on March 5, 2007, the net proceeds of the Financing will be used to complete an acquisition of a business in the U.S. armor market. (the "Acquisition"). Proceeds from the Financing are being held in escrow pending completion of the Acquisition. Each Subscription Receipt is exchangeable for a common share of the Company upon closing of the Acquisition, or, if closing of the Acquisition does not occur, the proceeds from the Financing will be returned to subscribers.

Cash compensation of $168,750, or 3.75% of the gross proceeds of the Financing, was paid to the agent upon completion of the Financing. An additional 3.75% of the gross proceeds of the Financing will be paid to the agent upon closing of the Acquisition. In addition, compensation options to acquire up to 337,500 common shares of the Company were granted to the agent. These compensation options expire on September 27, 2008.


The mission statement of Pacific Safety Products Inc. is ...we bring everyday heroes home safely™. PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, and protective products against chemical and biological hazards. PSP is the largest armour manufacturer in Canada and supplies its products to the Canadian Department of Defence, Federal Government Agencies and major law enforcement organizations across the country. The Company, through its U.S. subsidiary Sentry Armor Systems Inc., provides body armour products to U.S. based law enforcement and private security firms. The Company also produces tactical clothing and emergency medical kits.

Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange.

Forward-Looking Statements

This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, 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. Forward-looking statements in this document include statements regarding the Company's intention to potentially acquire a business in the U.S. Armor market and with respect to the potential exchange of the Subscription Receipts for common shares of the Company. There are no assurances that the Subscription Receipts will be exchanged for common shares or that the Acquisition will be completed, or in the event of completion, that the Acquisition will be accretive to the Company or that the business acquired will be successfully integrated into PSP's current business.

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: failure to successfully negotiate or subsequently close such transactions, inability to obtain required shareholder or regulatory approvals, 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. 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.

These statements are based on a number of assumptions, including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of shareholder, regulatory and governmental approvals for Pacific Safety's proposed transactions, and the ability of management to successfully consummate the proposed transactions. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Pacific Safety Products Inc.
    David Scott
    Chairman and Chief Executive Officer
    (250) 491-0911 or Toll Free: 1.888.PSP.ARMR (1-888-777-2767)
    (250) 491-0930 (FAX)