Vancouver, BC – August 10, 2011 – Viridis Energy Inc. ("Viridis" or the "Company") (TSXV:
VRD) (OTC: VRDSF.PK), a “Cleantech” manufacturer and distributor of alternative
energy providing biomass fuel to global residential and industrial markets,
announced today that it has arranged a non-brokered,
private placement (the “Private Placement”) of $3,922,000 in a secured
convertible note to Cornwall Investments LLC (“Cornwall”). Cornwall is a US based institutional investor
with an expertise in the hedge fund support and commodities industries that
makes investments in both public and private entities. The transaction is subject to the acceptance
for filing by the TSX Venture Exchange.
The Company previously announced that it raised $3,078,000 in two
tranches of a private investment in public entity (PIPE) transaction in its
news releases dated July 5, 2011 and July 27, 2011, respectively. Taken
together, the aggregate gross proceeds from the previous private placement of units
and this private placement of a convertible note will be $7,000,000. The proceeds from the private placements will
be used for general corporate purposes.
Pursuant to the loan agreement, the amounts owing by the Company
will be evidenced by transferrable secured convertible notes, repayable on or
before that date which is two years from the date of issuance and will bear
interest at the rate of 6% per annum, calculated yearly. The convertible note may be converted at any
time at the option of the Company or Cornwall into Units of the Company, at a
conversion rate of one Unit for each $0.25 of indebtedness owing, to a maximum
of an aggregate 17,627,036 Units. However, the convertible note may not be
converted without the prior approval of the TSX Venture Exchange if, upon such
conversion, Cornwall would hold 20% or more of the issued and outstanding
Each Unit issuable upon conversion of the convertible note will be
comprised of one common share and one-half of a common share purchase warrant,
with each whole warrant exerciseable at $0.40 per share for a period of 24
months from issuance. Notwithstanding
the foregoing, in the event that the Company's common shares trade at a price
of $1.20 or more for a period of 30 consecutive days, the Company may reduce
the exercise period of such warrants by way of written notice, and in such
event the exercise period will be of the first to occur of the following dates:
(a) the later of: (i) 30 days from the date of such written notice; and ii) 30
days from the date on which Cornwall receives the prior approval of the TSX
Venture Exchange to hold 20% or more of the Company's issued and outstanding
voting securities; and (b) the original exercise period.
The convertible note will
be secured by a general security interest in all of the assets of the Company,
which will be subordinated to the existing security interests of the
Commenting on the investment, Chris Robertson, Viridis’ CEO, said,
“Cornwall’s principals have strong backgrounds in the forestry industry and an
in-depth understanding of the wood pellet business. Coupled with their
expertise in commodities, we perceive the decision to increase their investment
in Viridis as an indication of their belief in the prospects for the wood
pellet industry and confidence in Viridis’ management.”
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
in a jurisdiction in which such an offer, solicitation or sale would be
Financial Advisors, Inc.
Viridis Energy Inc.
Inc. (TSXV: VRD) is a publicly traded, "Cleantech" alternative energy
company specializing in the agricultural and wood waste biomass. Located in Vancouver, B.C., Viridis Energy
operates Cypress Pacific Marketing and Okanagan Pellet Company, two
acquisitions in the wood pellet sector, thus providing the company with
vertical integration for distribution and manufacturing.
For more information on Viridis Energy Inc. please
refer to the company website at www.viridisenergy.ca.
Certain statements in this release are forward-looking statements,
which reflect the expectations of management regarding the Company’s future
operations. Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such statements are
subject to risks and uncertainties that may cause actual results, performance
or developments to differ materially from those contained in the statements. No
assurance can be given that any of the events anticipated by the
forward-looking statements will occur or, if they do occur, what benefits the
Company will obtain from them. These forward-looking statements reflect
management’s current views and are based on certain expectations, estimates and
assumptions which may prove to be incorrect. A number of risks and
uncertainties could cause our actual results to differ materially from those
expressed or implied by the forward-looking statements, including: (1) a
continued downturn in general economic conditions in North America and
internationally, (2) the inherent uncertainties associated with the
demand for biofuels, (3) the risk that the Company does not execute its
business plan, (4) inability to finance operations and growth
(5) inability to retain key management and employees, (6) ; an increase in
the number of competitors with larger resources, and (7) other factors beyond
the Company’s control. These forward-looking statements are made as of the date
of this news release and the Company intends to update such forward looking
information in the Company's MD&A in the event that actual results differ
materially from such forward-looking statements contained herein.
Additional information about these and other assumptions, risks and
uncertainties are set out in the “Risks and Uncertainties” section in the
Company’s MD&A filed with Canadian security regulators.
the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
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