CS Solars Computing Systems Inc -
SCS Solars special warrant financing
SCS Solars Computing Systems Inc
SCS
Shares issued 30,557,801
2000-01-25 close $1.42
Wednesday Jan 26 2000
Mr. Frank Wells
SCS Solars Computing Systems has entered into an engagement letter with
Canaccord Capital Corporation whereby the agent has agreed to facilitate and
sponsor a private placement by the company of up to 2.5 million special warrants
at a price of $1.20 per special warrant, for total gross proceeds of up to
$3-million.
Each special warrant will entitle the holder to acquire one unit, each unit consisting
of one common share in the capital of the company and a non-transferable share
purchase warrant. Each warrant will entitle the holder to acquire one further
common share of the company at the exercise price of $1.30 per warrant share
for a period of one year from the date of closing.
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
qualifying the distribution of the units on or before June 15, 2000. 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 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 p.m. (Vancouver time) on the earliest of 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; (ii) 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 (iii) 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 the agent providing its services, the agent will be paid (i) a
commission of 8 per cent of the gross proceeds received by the company from the
sale of the units; (ii) 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 (iii) a
corporate finance and administrative services fee of $7,500 payable on closing. In
addition, the company will issue to the agent special warrants in an amount equal
to 25 per cent of the number of special warrants sold. Each agent's special
warrant will be exercisable at no additional cost into one warrant, each 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 Solarnet and TourTek software products and for general working
capital.
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