Tuesday, May 29, 2018 3:48:19 AM
IBC ADVANCED ALLOYS ANNOUNCES FILING OF FINAL PROSPECTUS
IBC Advanced Alloys Corp. has filed and been receipted for a final short form prospectus in connection with the offering of debenture units and convertible debenture units of the company for minimum gross proceeds of $4-million and maximum gross proceeds of $6-million. Pursuant to the offering, IBC will issue offered units at a price of $1,000 per offered unit.
Each debenture unit will consist of one 9.5 per cent unsecured debenture of the company in the principal amount of $1,000 with interest payable semi-annually in arrears on June 30 and Dec. 31 of each year and maturing five years from the date the debentures are issued, and 2,300 common share purchase warrants expiring 60 months after the date of issuance of such warrants. Each convertible debenture unit will consist of one 8.25 per cent unsecured convertible debenture of the company in the principal amount of $1,000, convertible into common shares at a conversion price of 31 cents per common share at the option of the holder, with interest payable semi-annually in arrears on June 30 and Dec. 31 of each year and maturing five years from the date the convertible debentures are issued, and 2,300 warrants expiring 60 months after the date of issuance of such warrants. Each warrant will entitle the holder thereof to purchase one common share of the company at an exercise price of 37 cents per warrant share at any time up to 60 months following the closing date, subject to adjustment in certain events.
The offering will be undertaken on a best-effort basis pursuant to the terms and conditions of an agency agreement dated May 28, 2018, between the company and a syndicate of agents led by Mackie Research Capital Corp. as lead agent and sole bookrunner. In connection with the offering, the company has agreed to: (i) pay the agents a cash commission equal to 6.75 per cent of the gross proceeds of the offering; and (ii) issue to the agents non-transferable broker warrants to purchase such number of common shares as is equal to 6.25 per cent of: (a) the number of common shares issuable upon conversion of the convertible debentures sold under the offering (based on a conversion price of 31 cents per common share); and (b) the number of common shares issuable upon exercise of the warrants sold under the offering (including any gross proceeds raised on the exercise of the overallotment option), bearing the same exercise price and term as the warrants; provided that the cash commission and broker warrants shall be reduced by 50 per cent in respect of any purchasers participating in the offering who are on a president's list agreed to by the company and the agents. In addition, the company has granted the agents an option to purchase up to an additional $150,000 debenture units and $750,000 convertible debenture units at the offering price to cover overallotments, if any. The overallotment option shall be exercisable by the agents, in whole or in part, at any time up to 30 days following the closing date.
The prospectus has been filed in each of the provinces of British Columbia, Alberta and Ontario pursuant to National Instrument 44-101, Short Form Prospectus Distributions.
It is expected that closing of the offering will occur on or about June 6, 2018, or such other date or dates as the company and the agents may agree.
The company intends to use the net proceeds of the offering to invest in capital equipment necessary for a planned expansion of production capacity, increase inventory to support greater sales conversion and more efficient product delivery, address maintenance and stock, and for working capital and general corporate purposes.
The common shares are listed on the TSX Venture Exchange under the symbol IB. The TSX-V has conditionally approved the listing of the debentures, convertible debentures, debenture shares, warrant shares, and broker shares on the TSX-V. Listing will be subject to the company fulfilling all of the requirements of the TSX-V.
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