TORONTO, May 2 /CNW/ - Luxell Technologies Inc. (TSX:LUX) today announced further details of the non-brokered private placement announced in its news releases of March 5 and 31, 2008.
Pursuant to the Offering, the Company will raise up to $6.0 million through the issuance of units from treasury at $0.10 per unit. Each unit consists of one (1) common share and one-half (1/2) warrant. Each whole warrant entitles the holder to purchase one (1) common share at a price of $0.25 per share until the second anniversary of the closing date provided that, if the closing price of the common shares as listed on a recognized stock exchange exceeds $0.35 per share for a period of 10 consecutive business days. The expiry date of the warrant will be 30 days from the date of notice sent by the Company to the holder. The Company may increase the size of the Offering by up to 10% at any time prior to the closing. The Company may pay agents' fees of a cash commission equal to or up to 2% of the aggregate subscription proceeds plus an engagement fee of up to $25,000. In addition, the Company may also grant to the agents a number of common shares equal to or up to 2% of the number of units.
Assuming all of the warrants are exercised, a maximum of 100,320,000 common shares will be issued or made issuable pursuant to the transaction representing approximately 157% of the company's issued and outstanding common shares on a pre-transaction basis.
The Offering is scheduled to close on or about May 9, 2008. Completion of the private placement is subject to receipt of all required regulatory and other approvals, including acceptance by the TSX. Securities sold under the offering will be subject to a statutory four (4) month hold period. The Company is relying on the exemption from shareholder approval under section 604 (e) of the TSX Company Manual - Financial Hardship.
The following insiders are subscribers to the Offering:
As % of Outstanding As % of Outstanding
Name and Position Common Shares Common Shares
Of Insider Number of Units (prior to Offering)- (post-Offering)
David Pasieka 2,800,000 Units 6% 3%
Director
Guilio Vitali 2,800,000 Units 6% 3%
Director
John MacDonald 3,500,000 Units 8% 4%
Director
The per cents set forth in the above table assume the exercise by the insider of his warrants. No new insiders will be created by the Private Placement, regardless of whether the insiders exercise all of their respective warrants. The Offering and the shares-for debt private placement will have no material affect on control of the Company.
Luxell will use the net proceeds of the Offering for working capital, for continued sales growth, to retire $3.75 million of secured Notes and for general corporate purposes. The maturity date for the secured Notes is April 30, 2008. In addition to the Offering, the Company will complete a shares-for-debt private placement of up to 11,000,000 common shares in payment of accrued and unpaid interest on the Notes and the conversion to equity of debts owed to creditors, with interest and debts being paid in shares at an issue price of $0.10 per share.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
About Luxell
Luxell designs, manufactures and licenses flat panel display technologies and solutions for defence and avionics industries. More information can be found at www.luxell.com. (C) Luxell Technologies Inc., Luxell and Black Layer are trademarks of Luxell Technologies Inc. All other company and/or product names are trademarks and/or registered trademarks of their respective manufacturers.
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