VANCOUVER, BC – BioteQ Environmental Technologies, Inc. (TSX : BQE), a leader in industrial wastewater treatment, has filed its final short form prospectus in respect of a rights offering (the “Offering”). Under the Offering, BioteQ expects to raise gross proceeds of approximately $1.2 million. The proceeds from the Offering will be used to fund operating expenses and other general working capital needs as the company progresses towards its target of becoming cash flow positive from operations in the second half of 2014.
Under the terms of the Offering, registered shareholders of record as of December 20, 2013 (the “Record Date”) who are resident in qualifying jurisdictions (“Eligible Shareholders”) will receive rights to subscribe for common shares (“Rights Shares”) in the capital of BioteQ. Eligible Shareholders will receive one right for each common share held as at the Record Date. Each whole right entitles an Eligible Shareholder to acquire 0.34302 Rights Shares (meaning that the exercise of every 2.915 rights will entitle the holder to acquire one whole Rights Share) at a price of $0.05 per each whole Rights Share prior to January 21, 2014 (the “Expiry Date”).
In support of the Offering, the Company has entered into a standby purchase agreement with Mr. Richard Hubbard (“Hubbard”), a shareholder of the Company, under which Hubbard has agreed to exercise his rights to acquire Rights Shares pursuant to the Offering, and to purchase from the Company any Rights Shares that are not otherwise subscribed for by other shareholders under the Offering (the “Standby Shares”).
In consideration for Hubbard agreeing to subscribe for the Standby Shares, Hubbard will be entitled to a cash fee at the closing of the Offering equal to 4% of the gross proceeds of the Offering, being $48,000, and warrants to purchase an additional number of Common Shares equal to 4% of the total number of Rights Shares to be issued under the terms of the Offering, being 685,714 Common Shares (the “Standby Fee”). The warrants are exercisable for a two year period at an exercise price of $0.07 per Common Share. Hubbard is entitled to the Standby Fee regardless of the number of Standby Shares that he actually purchases pursuant to the Offering. Shareholders should refer to the final prospectus in respect of the Offering dated December 10, 2013 (the “final prospectus”) for further details regarding Hubbard’s standby commitment and his resulting shareholdings in BioteQ.
The Offering is being made to shareholders in all provinces of Canada, other than Quebec, and shareholders in the United Kingdom and Switzerland. Shareholders in other jurisdictions (“Ineligible Shareholders”) will not receive rights, which will instead be issued to Computershare Trust Company of Canada, as subscription agent for on and behalf of the Ineligible Shareholders, and sold for the benefit of such Ineligible Holders, as described in greater detail in the final prospectus. Ineligible Holders will be mailed a letter with instructions on how they may request to receive and exercise their rights, if, in the Company’s sole discretion, such Ineligible Holders are qualified to do so in reliance on exemptions from the prospectus or registration requirements of their local jurisdictions, as described in greater detail in the final prospectus.
Beneficial shareholders who hold Common Shares through a securities dealer, broker, bank, trust corporation or other nominee (a “Participant”) will not receive a rights certificate and will need to contact their Participant in order to exercise their rights. Beneficial Shareholders should contact their Participant to determine how their Rights may be exercised well in advance of the Expiry Date to confirm what steps are required. Participants may have an earlier deadline for receipt of instructions and payment than the Expiry Date.
Further details concerning the rights offering are contained in the final prospectus, which has been filed on SEDAR atwww.sedar.com.
The Offering remains subject to the final approval of the Toronto Stock Exchange.
The Offering is not an offering of Rights or Rights Shares for sale in any jurisdiction other than the Eligible Jurisdictions. The Rights and Rights Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. Such securities may not be offered or sold in the United States absent registration under the US Securities Act and applicable state securities laws, or absent an available exemption from such registration requirements.
BioteQ Corporate Profile
BioteQ is an innovative clean technology leader in global industrial water treatment, serving the mining and energy markets. The company has technology expertise and proven operational capabilities in sulphide precipitation, ion exchange, alkali/lime precipitation, leaching, sulphate removal and SART technology. Over the past decade, BioteQ has designed and commissioned waste water treatment plants at mine sites for leading organizations including Xstrata, Freeport McMoran, Jiangxi Copper and the US EPA. These plants recover dissolved metals and/or remove substances such as sulphate and selenium, producing clean water and minimizing or eliminating residual waste. BioteQ is headquartered in Vancouver, Canada and trades on the TSX under the symbol BQE. Please visit our website at www.bqewater.com for additional information.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information contained herein may not be based on historical fact and therefore constitutes “forward-looking information” under applicable Canadian securities legislation. This includes without limitation statements containing the words “plan”, “expect”, “project”, “estimate”, “intend”, “believe”, “anticipate”, “may”, “will” and other similar words or expressions. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that may cause actual events or results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s dependence on key personnel and contracts, uncertainty with respect to the approval and completion of the Offering in a timely manner, if at all, profitability of the Company’s technologies, competition, technology risk, the Company’s ability to protect its intellectual property and proprietary information, fluctuations in commodity prices, currency risk, environmental regulation and the Company’s ability to manage growth and other factors described in the Company’s filings with the Canadian securities regulators at www.sedar.com (including without limitation the factors described in the section entitled “Risks and Uncertainties” in the Company’s Annual Report for the year ended December 31, 2012, the factors described in the section entitled “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2012, and the factors described under the section entitled “Risk Factors” in the final prospectus). Given these risks and uncertainties, the reader is cautioned not to place undue reliance on forward-looking statements. All forward-looking information contained herein is based on management’s current expectations and the Company undertakes no obligation to revise or update such forward-looking information to reflect subsequent events or circumstances, except as required by law.