ThermoCeramix Corporation

May 05, 2014 08:39 ET

ThermoCeramix Corporation Completes $7.5 Million Treasury Offering of Common Shares by Private Placement

TORONTO, ONTARIO--(Marketwired - May 5, 2014) -


ThermoCeramix Corporation (TSX VENTURE:TCX) ("ThermoCeramix" or the "Corporation") is pleased to announce the closing of its previously announced bought deal private placement offering (the "Offering") with a syndicate of underwriters led by GMP Securities L.P. and including Beacon Securities Ltd. (collectively, the "Underwriters"). Pursuant to the Offering, ThermoCeramix issued an aggregate of 6,000,000 common shares of the Corporation (the "Common Shares") at a price of $1.25 per Common Share (the "Offering Price") for aggregate gross proceeds of $7,500,000.

As compensation for their services in connection with the Offering, ThermoCeramix has paid to the Underwriters a cash commission equal to 6.75% of the gross proceeds of the Offering, other than in respect to 200,000 Common Shares sold to members of the board of directors of the Corporation and their respective associates, and it has agreed to issue to the Underwriters an aggregate of 783,000 compensation warrants, each such warrant entitling the holder thereof to purchase one Common Share at the Offering Price until November 5, 2015.

The Corporation intends to use the net proceeds raised from the Offering for research and development costs, intellectual property expenses, finance and marketing costs, and general corporate purposes. All securities issued at the closing of the Offering (including underlying securities) are subject to a hold period under applicable Canadian securities legislation and the policies of the TSX Venture Exchange (the "TSX-V"), which expires on September 5, 2014. The Offering is subject to the final approval of the TSX-V.

As part of the Offering, Louis J. Maroun (a director and therefore an insider of the Corporation) together with an associate of Mr. Maroun subscribed for an aggregate of 200,000 Common Shares for gross proceeds of $250,000. Participation of this insider in the Offering constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to such insider nor the consideration for such securities by such insider will exceed 25% of the Corporation's market capitalization. The Corporation did not file a material change report 21 days prior to closing of the Offering as the details of the participation of Mr. Maroun in the Offering had not been confirmed at that time. The Offering, including the participation of Mr. Maroun therein, has been unanimously approved by the directors of the Corporation.

About ThermoCeramix Corporation

The Corporation is an engineering company incorporated under the Ontario Business Corporations Act. The Corporation is engaged in the research and development of heating solutions for industrial, commercial and residential applications. These solutions utilize TCX™ film heater technology, a patented and proprietary technology for which the Corporation holds a patent portfolio.

The Common Shares of ThermoCeramix trade under the symbol TCX on the TSX-V.

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

This news release is intended for distribution in Canada only and is not intended for distribution to the United States newswire services or dissemination in the United States. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction.

Forward-Looking Statements

Certain information set forth in this press release may contain "forward-looking statements" or "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein may constitute forward-looking statements. Any such forward-looking statements may be identified by words such as "will", "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Any such statements are not guarantees of future performance and undue reliance should not be placed on them. Any such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Corporation's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. There can be no assurance that any such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

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