Iciena arranges $1-million postconsolidation finanIciena arranges $1-million postconsolidation financing
Iciena Ventures Inc (C:IIE)
Shares Issued 109,100,241
Last Close 4/9/2009 $0.01
Thursday April 09 2009 - News Release
Mr. Kent Couillard reports
ICIENA ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO $1 MILLION
Iciena Ventures Inc. is proceeding with a non-brokered private placement of up to 33,333,333 units at a price of three cents per unit for gross proceeds of up to $1-million on a postconsolidated basis, following the completion of the company's consolidation (as such term is defined below), approved at the company's last annual general meeting. The pricing and number of units to be issued in the offering are reflected on a postconsolidated basis. If the company closes the offering before the consolidation is finalized, the pricing of the units and the exercise price for the warrants will be adjusted to reflect preconsolidated pricing.
Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share at a price of 10 cents for a period of one year from the closing of the offering.
The units will be made available by way of private placement exemption to accredited investors (as such term is defined in National Instrument 45-106, prospectus and registration exemptions) in Canada and to certain other qualified investors as the company may agree. All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities law legislation. The company may pay a finder's fee on the offering in cash, common shares, warrants or a combination thereof, in the maximum amount permitted by the policies of the TSX Venture Exchange.
The proceeds from the offering will be used for general corporate working capital and to finance the company's obligations under the option agreement with Metalex Ventures Ltd. dated effective April 15, 2008. The option agreement is subject to the approval of the exchange, and further details of such agreement are disclosed in the company's management's discussion and analysis dated Dec. 31, 2008, which is available on SEDAR.
Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including approval from the exchange.
Common share consolidation
The company's board of directors, further to the company's news release in Stockwatch on Nov. 28, 2008, with respect to the consolidation of the company's common shares, has approved the final consolidation ratio to be one postconsolidated common share for every three preconsolidated common shares. The company currently has 109,100,241 common shares issued and outstanding, and postconsolidation (but before closing of the offering) is expected to have approximately 36,366,747 common shares outstanding. The exact number of postconsolidated common shares will vary depending on the treatment of fractional shares, which will occur when each shareholder's holdings in the company are consolidated. Outstanding stock options and warrants will similarly be adjusted by the consolidation ratio. Further details of the consolidation are contained in the company's information circular dated Sept. 15, 2008, which is available on SEDAR.
The consolidation is subject to the approval of the exchange and the company is the process of applying to the exchange for such approval. The company will provide further details of the regulatory approval process in due course.
© 2009 Canjex Publishing Ltd.