Mar. 30, 2011 (Canada NewsWire Group) --
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WINNIPEG, March 30 /CNW/ - Industrial Growth Income Corporation (NEX: IGI.H) ("IGIC" or the "Corporation"), a capital pool company listed on the NEX board (the "NEX") of the TSX Venture Exchange (the "Exchange"), is pleased to announce that PyroGenesis Canada Inc. ("PyroGenesis") has completed its private placement offering (the "Private Placement").
With two Additional Financings which recently closed (defined below) and IGIC's cash position of approximately $400,000, the total gross proceeds available to the amalgamated company upon completion of the Qualifying Transaction (defined below) pursuant to which the Corporation and PyroGenesis will amalgamate, is approximately $7.5 million, less the expenses of the Qualifying Transaction.
At the closing of the Private Placement, PyroGenesis issued Subscription Receipts at a price of $0.80 per Subscription Receipt for gross proceeds of approximately $4.1 million. Each Subscription Receipt issued pursuant to the Private Placement entitles the holder thereof to receive one common share in the capital of PyroGenesis upon satisfaction of the Release Conditions (as defined below). The Offering was led by Versant Partners Inc. and included Canaccord Genuity Corp. and Stonecap Securities Inc. (collectively, the "Agents").
The completion of the Private Placement is one of the conditions to completion of the qualifying transaction of the Corporation (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"), which is anticipated to consist of the amalgamation of the Corporation and PyroGenesis and certain related transactions.
The Agents are entitled to receive a cash commission ranging from 3.5% to 7.0% of the gross proceeds (the "Agency Fee") in the event that the Release Conditions are satisfied and have been issued broker warrants (the "Broker Warrants") representing approximately 7.0% of the number of Subscription Receipts issued pursuant to the Private Placement. Each Broker Warrant entitles the holder to purchase one common share in the capital of PyroGenesis until March 30, 2012 at a price of $0.80 per share.
The gross proceeds raised in the Private Placement were deposited into escrow with Olympia Transfer Services Inc. Upon receipt of the conditional approval of the Qualifying Transaction by the Exchange and confirmation from IGIC and PyroGenesis that all conditions under the agreement to be entered into between PyroGenesis and the Corporation have been satisfied or waived, among other things, (the "Release Conditions"), the Agency Fee and the remainder of the expenses of the Agents, together with interest earned thereon, shall be paid to the Agents and the remainder of the gross proceeds and any interest payable thereon shall be released to PyroGenesis. In the event that the Release Conditions are not satisfied by June 28, 2011, the gross proceeds shall be returned to the subscribers to the Private Placement, together with interest earned thereon. In addition, in the event the Release Conditions are not met, the Agents shall not receive the Agency Fee and the Broker Warrants shall be cancelled.
Additional Financings
Prior to the closing of the Private Placement, PyroGenesis completed a non-brokered private placement (the "Non-Brokered Private Placement") to certain insiders of PyroGenesis of a total of 2,500,000 common shares of PyroGenesis at a price of $0.80 per share for gross proceeds of $2,000,000. These funds were not placed in escrow.
Additionally, prior to the closing of the Private Placement, PyroGenesis issued a convertible debenture (the "Debenture") to FIER Croissance Durable S.E.C. ("FIER") in the amount of $1,000,000. The Debenture bears interest at 15% per annum and is automatically convertible into common shares of PyroGenesis immediately prior to the completion of the Qualifying Transaction at a price of $0.72 per share. These funds were not placed in escrow.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Cautionary Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Qualifying Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include IGIC and PyroGenesis being able to obtain the necessary director, shareholder and regulatory approvals; Exchange policies not changing; and completion of satisfactory due diligence. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange, the failure to obtain the required directors' and shareholders' approval to the Qualifying Transaction; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Gary Coleman, Chairman and Chief Executive Officer. Tel: (204) 977-2825