/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TORONTO, Aug. 16, 2012 /CNW/ - 01 Communique Laboratory Inc. (TSX: ONE) (the "Company") announced today that it has entered into an agreement with a syndicate of underwriters led by Clarus Securities Inc. and including NCP Northland Capital Partners Inc., Paradigm Capital Inc. and MGI Securities Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, 3.0 million common shares (the "Common Shares") of the Company, at a price of C$1.00 per Common Share (the "Offering Price") for aggregate gross proceeds to the Company of C$3,000,000 (the "Offering").
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 450,000 Common Shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional C$450,000 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be C$3,450,000.
The Common Shares will be offered by way of a short form prospectus to be filed in the provinces of Ontario, British Columbia and Alberta. The Company intends to use the net proceeds from the offering for research & development, protection of its intellectual property, sales & marketing, working capital and general corporate purposes. The Offering is expected to close on or about September 5, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. 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 any jurisdiction in which such offer, solicitation or sale would be unlawful.