/Not for Distribution to United States Newswire Services or forDissemination in the United States/
MANASSAS, VA, Aug. 8, 2011 /CNW/ - Catch the Wind Ltd. (TSX-V: CTW),providers of laser-based wind sensor products and technology, hascompleted its previously announced best efforts short form prospectusoffering of units and common shares of the Company for aggregateproceeds of approximately CDN$15,051,180.
Each unit was priced at CDN
.40 and consisted of one common share andone-half of one common share purchase warrant of the Company. Eachwhole warrant entitles the holder to purchase one common share of theCompany at an exercise price of
.60 per share at any time before 5:00p.m. (Toronto time) on the date that is two years following the closingof the offering. Each common share sold separately from units waspriced at CDN
.35.
The offering was led by Jacob Securities Inc. (the "Agent"). The Companyhas granted the Agent an over-allotment option to purchase up to anadditional 15% of the number of units and common shares issued pursuantto the offering on the same terms and conditions as the offering,exercisable in whole or in part for a period of up to 30 days followingthe closing of the offering. The Agent received a cash fee equal to 6%of the gross proceeds raised through the offering. In addition, theCompany granted the Agent compensation options exercisable for a periodof 24 months following the closing of the offering to purchase up tothat number of units and common shares as is equal to 6% of theaggregate number of units and common shares sold pursuant to theoffering at an exercise price per unit equal to the unit offering priceand an exercise price per share equal to the share offering price.
Various Hunter Hall entities, which collectively have beneficialownership of, or control or direction over, common shares of theCompany carrying more than 10% of the voting rights attached to alloutstanding voting securities of the Company, acquired an aggregate of25,714,285 common shares under the offering, representing approximately61% of the total number of common shares issued under the offering(including common shares forming part of units). Following completionof the offering, the Company believes that these parties willcollectively have beneficial ownership of, or control or directionover, approximately 48,457,944 common shares of the Company, whichrepresents approximately 39.55% of the total number of outstandingshares of the Company post-offering.
In addition, Philip Rogers and Alisa Rogers, who jointly have beneficialownership of, or control or direction over, common shares of theCompany carrying more than 10% of the voting rights attached to alloutstanding voting securities of the Company, directly and indirectlyacquired an aggregate of 262,500 common shares under the offering,representing approximately 0.01% of the total number of common sharesissued under the offering (including common shares forming part ofunits). Following completion of the offering, the Company believes thatthese parties will collectively have beneficial ownership of, orcontrol or direction over, 26,733,088 common shares of the Company,which represents 21.82% of the total number of outstanding shares ofthe Company post-offering.
The participation of these parties in the offering constitutes a relatedparty transaction under Canadian Multilateral Instrument 61-101 ("MI61-101"), but is otherwise exempt from the formal valuation andminority approval requirements of MI 61-101. These entities agreed tothe same terms and conditions as each other subscriber under theoffering.
The offering remains subject to receipt of all necessary regulatoryapprovals, including the final approval of the TSX Venture Exchange.
About Catch the Wind Ltd.
Catch the Wind Ltd. is a high-growth technology company headquartered inManassas, Virginia. The Company was founded in 2008 to develop andmanufacture the Vindicator® laser wind sensor.
Catch the Wind serves the commercial market sector for laser based windsensor systems, recognized as the "gold standard" in wind measurement.The Company is focused on becoming a major contributor in making clean,renewable wind energy more affordable and profitable. For moreinformation, visit www.catchthewindinc.com.
Forward-Looking Information
This news release includes certain forward-looking statements within themeaning of Canadian securities laws. Forward-looking statements involverisks, uncertainties and other factors that could cause actual results,performance, prospects and opportunities to differ materially fromthose expressed in such forward-looking statements. Forward-lookingstatements in this news release, include, but are not limited to,economic performance and future plans and objectives of Catch the Wind.Any number of important factors could cause actual results to differmaterially from these forward-looking statements as well as futureresults. Although Catch the Wind believes that the assumptions andfactors used in making the forward-looking statements are reasonable,undue reliance should not be placed on these statements, which onlyapply as of the date of this news release, and no assurance can begiven that such events will occur in the disclosed timeframes or atall. Catch the Wind disclaims any intention or obligation to update orrevise any forward-looking statement, whether as a result of newinformation, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (asthat term is defined in the policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of this release.