Vancouver, British Columbia--(Newsfile Corp. - October 5, 2017) - Solegear Bioplastic Technologies Inc. (the "Company" or
"Solegear") (TSXV: SGB) and Gravitas Securities Inc. (the "Agent" or "Gravitas") today announced the
successful closing of a two-tranche brokered private placement announced on August 1, 2017 and August 28, 2017 (the "Private
Placement") for aggregate gross proceeds of $1,091,100, an increase from the originally announced $500,000 due to market
demand. This second tranche resulted in additional gross proceeds of $37,250 to the Company, over and above the $1,053,850 which
closed on August 28, 2017.
In completing the Private Placement, the Company has issued an aggregate of 10,911,000 Units at a price of $0.10 per Unit, of
which 372,500 Units were issued as part of the second and final tranche of the Private Placement. Each unit is comprised of one
common share of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant", and together,
a "Unit"). As a result, the Company has a total of 91,510,854 common shares issued and outstanding. Insider and related
party participation in the second tranche of the Private Placement totaled 100,000 Units. Proceeds from the Private Placement will
be used to accelerate the fulfillment of pending customer orders and product line extensions.
Each Warrant entitles its holder to acquire one additional Share of the Company at a price of $0.15 per Share within the
24-month period following the closing of the Private Placement.
In connection with the final closing, the Company paid the Agent, plus certain members of the selling group, an aggregate cash
commission of $2,607.50. The Company also issued to the Agent and certain members of the Agent's selling group non-transferable
options to acquire 26,075 Units from treasury at a price of $0.10 per Unit, exercisable at any time within the 24-month period
following the closing date of the Private Placement.
The closing of the Private Placement is subject to final approval by the TSX Venture Exchange (the "TSX-V"). The
securities issued by the Company in connection with the second and final tranche of the Private Placement are subject to a four
month "hold period" expiring on February 6, 2018 under applicable securities laws.
Acceleration Right
The term of the Warrants includes an acceleration right in favour of the Company that is exercisable if the Shares trade at or
above a volume-weighted average trading price of $0.20 on the TSX-V on any 20 non-consecutive trading days, following the expiry of
the 4-month statutory hold period beginning on the closing date of the applicable tranche of the Private Placement. 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.
Related Party Participation in the Second Tranche
Michel Labonté, CTO of the Company, subscribed for 100,000 Units having a subscription price of $10,000. Following the closing,
Mr. Labonté will beneficially own or control 300,000 Shares, representing 0.3% of the issued outstanding Shares on an undiluted
basis.
As insiders of Solegear participated in this Private Placement, it is deemed to be a "related party transaction" as defined
under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI
61-101").
Each Share provides the holder with the right to one vote per Share. The Warrants do not entitle the holders to any voting
rights. Therefore, all Warrants subscribed for pursuant to this Private Placement provide the subscriber, including the related
party, with no additional votes at present but the holders thereof will have one vote per common share if and when issued upon the
exercise of the Warrants. The Private Placement was unanimously approved by the directors of the Company.
Other than the subscription agreement between the aforementioned insiders and the Company relating to the issuance of the Units
pursuant to the Private Placement, the Company has not entered into any agreement with an interested party or a joint actor with an
interested party in connection with the Private Placement. Neither the Company, nor to the knowledge of the Company after
reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has
not been generally disclosed.
The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant
to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the
Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The material change report in
connection with the Private Placement was not filed 21 days in advance of the closing of the Private Placement for the purposes of
Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the Private Placement were not available to the Company until
shortly before the closing.
Shares for Debt Transaction
Following the closing of the second and final tranche of the Private Placement, the Company plans to issue an additional 155,500
Shares at a deemed price of $0.10 per Share to settle approximately $15,500 of corporate debt owed to various arm's length parties
of the Company (the "Share Settlement"). The Share Settlement remains subject to TSX-V approval and is expected to occur
upon receipt of such approval. The Shares to be issued pursuant to the Share Settlement will be subject to a four-month hold
period.
About Gravitas Securities Inc.
Gravitas Securities is a leading wealth management and capital markets firm comprised of tactical individuals known for their
sophisticated sector expertise, commitment to excellence, and a global platform committed to integration and innovation. Gravitas
provides a wide range of investment services for retail and corporate clients globally with offices in Toronto and Vancouver, and
is represented in the United States through its FINRA representative, Gravitas Capital International, in New York.
Gravitas Securities Inc. is a member of IIROC and CIPF.
About Solegear Bioplastic Technologies Inc.
Solegear Bioplastic Technologies Inc. (TSXV: 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: 604-566-8466
Investor Contact:
Caleb Jeffries
Kin Communications
1-866-684-6730
SGB@kincommunications.com
Capital Markets Advisor:
Nicole Marchand
1-416-428-3533
Nicole@nm-ir.com
Media Contact:
Elisha McCallum
FleishmanHillard Vancouver
1-778-668-0185
Elisha.McCallum@fleishman.ca
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.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered
have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold
within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Cautionary Statement Regarding Forward-Looking Information
Information in this news release that is not current or historical factual information may constitute forward-looking
information within the meaning of securities laws. By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future
events, to be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the risk that: (i) the bioplastics market may not grow as anticipated by
the Company, and (ii) the economic circumstances of the Company may change and result in the proceeds of the Private Placement
being used other in the manner described above.
When relying on the Company's forward-looking statements and information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the
material factors referred to in the previous paragraph will not cause such forward-looking statements and information to
differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the
actual outcome of such items or factors.
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.
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