TSX Venture Exchange
Symbol "BRY"
EDMONTON, Jan. 10 /CNW/ - Bri-Chem Corp. (TSX Venture Exchange: BRY) is pleased to announce the completion of the previously announced amalgamation of mBase Commerce Inc. ("mBase") and Gwelan Supply Ltd. ("Gwelan"), resulting in the amalgamated company Bri-Chem Corp. (the "Corporation"). This reverse take-over by way of amalgamation received TSX Venture Exchange ("TSXV") final acceptance by way of issuance of a TSXV Bulletin dated January 10, 2007. As of the commencement of trading on January 11, 2007, the Corporation will trade as Bri-Chem Corp. under the symbol "BRY".
The Corporation is also pleased to announce, immediately prior to completion of the amalgamation, Gwelan completed a private placement financing for $9,611,400 (the "Offering") through the issuance of 4,805,700 shares at a price of $2.00 per share.
Paradigm Capital Inc. acted as agent (the "Agent") under the Offering. As part of its compensation under the Offering, the Agent was granted 283,000 compensation options to purchase 283,000 common shares of the Corporation ("Bri-Chem Shares") at an exercise price of $2.00 per Bri-Chem Share on or before June 28, 2008 and received a cash commission of $555,989 under the Offering.
The Corporation has also entered into an agreement with HSBC Capital (Canada) Inc. ("HSBC Capital") to raise $5,000,000 of subordinate debt. As part of the debt financing, HSBC Capital will be issued 250,000 common share purchase warrants (the "Warrants"). Each Warrant entitles HSBC Capital to acquire one (1) Bri-Chem Share at an exercise price of $2.00 for a period of 36 months from the date of issuance. The subordinate debt financing is expected to close on or about January 31, 2007. The issuance of the Warrants is subject to regulatory approval.
As a result of the amalgamation and the closing of the Offering, as at the date hereof, a total of 12,212,552 Bri-Chem Shares are issued and outstanding.
The Corporation operates out of its head office located in Acheson, Alberta and its principal activity is the wholesale/distribution blending and packaging of drilling fluid supplies for the oil and gas industry. The Corporation provides over 100 domestic and foreign products to customers throughout Alberta, British Columbia and Saskatchewan.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.