2012-10-12 20:04:27 -
Toronto, Ontario CANADA, October 12, 2012 /FSC/ - Enssolutions Group Inc. (ENV - TSX Venture, NSLSF - OTC Pink) ("Enssolutions" or the "Company"), a manufacturer and distributor of environmentally responsible emulsion products for a wide variety of industrial and commercial market demands, is pleased to announce the closing of its previously announced non-brokered private placement (the "Offering"). A total of 11,500,000 common shares of the Company ("Common Shares") were issued at a price of $.05 per Common Share for aggregate gross proceeds of $575,000. Mr. David Lincoln, the holder of approximately 60% of the Common Shares, was the only subscriber in the Offering. The Common Shares issued pursuant to the Offering are subject to a four month hold period in
accordance with applicable securities laws which expires on February 13, 2013. The Company expects to use the proceeds of the Offering for general working capital and inventory.
Phil Moruzi, the Company's Interim CEO, commented: "The closing of this private placement represents continued support for Enssolutions long-term strategy from our current shareholder base. I am pleased with Mr. Lincoln's commitment to the Company."
Related Party Transaction
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Offering is a "related party transaction" for the Company. The Company is exempt from the formal valuation requirement of MI 61-101 in connection with the Offering in reliance on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the Offering in reliance on section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Common Shares nor the consideration received in respect thereof from insiders exceeds CDN$2.5 million, (ii) the Company has one or more independent directors in respect of the Offering who are not employees of the Company, and (iii) all of the independent directors have approved the Offering.
A material change report in respect of the Offering will be filed less than 21 days before the closing of the transaction. Such shorter period was considered necessary in order to ensure the successful completion of the Offering and to provide the Company with sufficient working capital to fund its operations.
Enssolutions manufactures, distributes and applies environmentally responsible products to meet a wide variety of industrial and commercial market demands. Enssolutions provides engineered environmental solutions for mine tailings control, process dust and erosion control, granular stabilization, road construction/maintenance and stockpile sealing. It has production facilities in Hamilton, Ontario and Phoenix, Arizona that service some of North America's largest mining, steel, cement, and road construction/maintenance companies as well as numerous public road authorities.
For more information on Enssolutions, please visit www.enssolutions.com
Certain information in this news release constitutes forward-looking statements. When used in this news release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect the Company's current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market, competition, governmental or regulatory developments, general economic conditions and other factors set out in the Company's public disclosure documents. Many factors could cause the Company's actual results, performance or achievements to vary from those described in this news release, including without limitation those listed above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release and such forward-looking statements included in, or incorporated by reference in this news release, should not be unduly relied upon. Such statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update these forward-looking statements. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
For Further Information:
Darren Dierich, Chief Financial Officer
t: (800) 520-6767
Neither 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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