SCS Solars closes private placement of special warrants
SCS Solars Computing Systems Inc SCS
Shares issued 30,557,801 Apr 24 close $1.27
Mon 24 Apr 2000 News Release
Mr. Frank Wells reports
The company has closed its brokered private placement consisting of 2.5
million special warrants at a price of $1.20 per special warrant announced
Jan. 26, 2000, for gross proceeds of $3-million.
Each special warrant will entitle the holder to acquire one unit (a
"unit"), each unit consisting of one common share in the capital of the
company (a "share") and one-half of one non-transferable sharepurchase
warrant (a "warrant"). Each whole warrant will entitle the holder to
acquire one further common share of the company (a "warrant share") at the
exercise price of $1.30 per warrant share for a period of one year.
The company has agreed to use its reasonable best efforts to file and
obtain a receipt for a final prospectus in British Columbia, Alberta and
such other provinces of Canada as the company and the agent may mutually
agree upon (the "qualifying jurisdictions") qualifying the distribution of
the units on or before June 15, 2000 (the "qualification deadline"). The
company may, in lieu of filing a prospectus in British Columbia and alberta
to qualify the distribution of the units, file an annual information form
in those provinces and obtain an acknowledgement of receipt therefore from
the British Columbia and Alberta Securities Commissions such that the hold
period on the units will expire on or before the qualification date. If the
units are not qualified for distribution in the qualifying jurisdictions
prior to the qualification Date, each holder of the special warrants will
be entitled to receive, upon the exercise or deemed exercise thereof, 1.1
shares and 1.1 warrants at no additional cost.
The special warrants will be exercisable at any time and from time to time
on or before 5:00 p.m. (Vancouver time) on the earliest of: No. 1 the day
which is five business days after receipts for a (final) prospectus of the
company are issued by the securities regulatory authorities in all
qualifying jurisdictions in which the company files such prospectus; No. 2
the day which is five business days after the expiry of any statutory hold
period or resale restrictions related to the special warrants and the
units, if such statutory hold period or resale restrictions expire or are
terminated less than 330 days after the closing date; and No. 3 the date
which is the 330 days following the closing date. Any special warrants not
exercised on or before that date will be exercised on the subscriber's
behalf immediately prior thereto.
In consideration of Canaccord Capital Corporation (the "agent") providing
its services, the agent was paid No. 1 a commission of 8 per cent of the
gross proceeds received by the company from the sale of 2.425 million of
the special warrants; No. 2 a corporate finance fee of 100,000 common
shares in the capital stock of the company at a deemed price of $1.20 per
share; and No. 3 a corporate finance and administrative services fee of
$7,500. In addition, the company issued to the agent 625,000 special
warrants exercisable at no additional cost into one share purchase warrant,
each such warrant entitling the agent to acquire one common share of the
company at the exercise price of $1.20 for a period of one year from
closing.
The proceeds of the private placement will be used for sales and marketing
of the company's Solamet and TourTek software products, and for general
working capital.
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