VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 2, 2016) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Solegear Bioplastic Technologies Inc. (TSX VENTURE:SGB) ("Solegear" or the "Company")
announced today that it has received a subscription agreement from a private investor in British Columbia, regarding a proposed
purchase of 33,333,333 units ("Units") at a price of $0.15 per Unit for gross proceeds of $5,000,000 (the
"Subscription").
The Subscription will be dealt with as a distinct and separate transaction from the Company's current brokered private
placement of units led by Mackie Research Capital Corp. (announced in the Company's September 22, 2016 press release).
Each Unit will be comprised of one common share of the Company and one common share purchase warrant. Each warrant will
entitle the holder to acquire one additional common share of the Company at a price of $0.20 per share within the 24-month period
following the closing of the Subscription, subject to the acceleration right described below.
Under TSX Venture Exchange policies, the Private Investor's subscription will require approval of Solegear's shareholders,
approval of the TSX Venture Exchange, and also remains subject to board approval of Solegear and completion of due diligence.
Solegear will provide further details on the shareholder approval process in a subsequent news release. The closing of the
Subscription will result in the creation of a new control person for Solegear under applicable securities laws.
The closing of the Subscription is expected to occur promptly following receipt of shareholder approval and satisfaction of
the other conditions of closing.
The net proceeds of the Subscription will be used for business development and for general corporate purposes.
Under the terms of the Company's agreement with Mackie Research Capital Corp., a cash advisory fee will be payable to Mackie
on the closing of the Subscription, equal to 2% of the value of the Subscription. In addition, the Company will be obligated to
issue options to Mackie to purchase a number of Units equal to 2% of the Units issuable under the Subscription at an exercise
price of $0.15 per Unit.
Acceleration Right
The expiry date of the warrants will be subject to an acceleration right in favour of the Company that is exercisable if the
common shares of the Company trade at or above a volume-weighted average trading price of $0.30 on the TSX Venture Exchange on
any 20 consecutive or non-consecutive trading days, following the expiry of the 4-month statutory hold period beginning on the
closing date of the Subscription. If the acceleration right is exercised by the Company, the warrants will expire on the 20th
business day following the date that notice of acceleration is sent to the warrant holders.
About Solegear Bioplastic Technologies Inc.
Solegear Bioplastic Technologies Inc. (TSX VENTURE:SGB) is an innovator in the field of next generation bioplastics made from
annually renewable plant-based sources. Committed to the principles of Green Chemistry, Solegear is driven by its mission to
create healthier, safer and stronger communities by fundamentally changing the way plastics are made.
Solegear's proprietary bioplastic formulations are designed to meet today's social and corporate requirements to lower carbon
emissions, reduce waste and remove toxicity typically associated with traditional petroleum-based plastics. Together with its
partners, Solegear custom engineers, produces and distributes its high-performance bioplastics as resin, sheets and finished
goods with some of the highest percentages of renewable, plant-based materials currently available in the industry. For more
information: www.solegear.ca
On behalf of the Company:
"Paul Antoniadis"
Chief Executive Officer and Director
Contact: 604-998-4058
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
Information regarding the completion of the Subscription contained in this news release constitutes forward-looking
information within the meaning of securities laws.
Implicit in this information, are assumptions regarding satisfaction of the conditions of closing the Subscription.
Specifically we have assumed that the parties will agree on the final terms governing the Subscription, that shareholder and TSX
Venture Exchange approvals will be obtained and that the purchase price for the Units will be received by the Company. These
assumptions, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Readers are
cautioned that closing of the Subscription is subject to a number of risks and uncertainties, including that required consents
may not be obtained or that the purchase price for the Units may never be received by the Company and accordingly, actual results
could differ materially from what is currently expected as set out above.
Other than as required under securities laws, we do not undertake to update this information at any particular
time.
Forward-looking information contained in this news release is based on our current estimates, expectations and
projections, which we believe are reasonable as of the current date. The reader should not place undue importance on
forward-looking information and should not rely upon this information as of any other date. All forward-looking information
contained in this news release is expressly qualified in its entirety by this cautionary statement.