no new dilutionDon't get your panties in a knot boys ... there is no new dilution. BPI had to post a material change report for the Jan 13 financing. Make sure you know what you are talking about before you post any BS here!
A/007781000/31964.1
MATERIAL CHANGE REPORT
UNDER SUBSECTION 7.1 (2) OR (3)
OF NATIONAL INSTRUMENT 51-102
Item 1. Reporting Issuer
BPI Industries Inc.
1500 – 885 West Georgia Street
Vancouver, BC
Item 2. Date of Material Change
January 13, 2005
Item 3. News Release
The Issuer issued a News Release dated January 13, 2005 which was disseminated via
Canada newswire and Stockwatch, pursuant to section 7.1 of National Instrument 51-102
Item 4. Summary of Material Change
The Issuer closes its US$13 Million Equity Financing.
Item 5. Full Description of Material Change
The offering (a private placement for U.S. investors under the U.S. Securities and
Exchange Commission’s Rule 506, and outside the U.S. under Regulation S) was
managed by Sanders Morris Harris Inc., the Company’s Texas-based investment banker
and financial advisor. The offering consisted of units priced at US$2.50. Each unit
consisted of two shares of BPI common stock and one share purchase warrant. The
warrant is exercisable at US$1.50 and has a term of two years. The offering was
oversubscribed beyond the originally contemplated US$10 million. Resale of the shares,
warrants and warrant shares underlying the Offering currently is restricted under the U.S.
Securities Act of 1933 and the Securities and Exchange Commission’s Rule 144.
However, as part of this Offering, the Company has committed to register the Company
and resale of the securities placed in the Offering with the Securities and Exchange
Commission and concurrently seeks a listing on a U.S. market within the next 180 days.
The Offering was completed in two tranches. 6,432,000 shares were issued in the first
tranche and 3,940,000 shares were issued in the second tranche. The securities are subject
to a four month hold period under the rules of the TSX Venture Exchange, and cannot be
sold (without exemption) until expiration of the hold period. In connection with the
Offering, the Company paid Sanders Morris Harris as follows: a cash commission equal
to 5% of the gross proceeds, broker’s warrants equal to 10% of the number of shares sold
in the Offering, and a corporate advisory fee. The hold period on the broker warrants
expire as follows: for the first tranche, 643,200 broker warrants were issued and the hold
period expires May 1, 2005; for the second tranche, 394,000 broker warrants were issued
and the hold period expires May 13, 2005.
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A/007781000/31964.1
Item 6. Reliance on subsection 7.2(2) or (3) of National Instrum0ent 51-102
Not applicable. This report is not being filed on a confident1ial basis.
Item 7. Omitted Information
Not applicable.
Item 8. Executive Officer
To obtain further information, contact James Azlein, President of the Issuer at 1-440-247-
7520 or jazlein@bpi-industries.com.
Item 9. Date of Report
January 23, 2005
"JAMES AZLEIN"
Authorized Signatory