Bromley-Marr to receive $2.55M
Bromley-Marr Ecos Inc BME
Shares issued 31,338,237 Mar 5 close $0.06
Mon 8 Mar 99 News Release
Mr. David Bromley reports
Bromley-Marr Ecos has entered into a letter of intent with Emerald Petroleum Services, Inc., a private United States company specializing in environmental services. Emerald will provide the company with up to $2.55-million to finance working capital through a private placement of equity and convertible debt financing. The blended price of the private placement and, subject to shareholders' approval, the subsequent conversion of debt to shares of the company will be 10 cents per share.
The private placement by Emerald will be for a minimum of 6,684,560 and a maximum of 7,834,560 shares of the company at seven cents per share.
Emerald will then provide the company with a loan of up to $2-million to be advanced as required. The loan will bear a variable interest rate of U.S. prime plus 0.5 per cent, and shall be convertible into shares of the company at 11 cents per share at any time prior to March 31, 2002. The terms of the letter of intent are subject to the requisite regulatory, shareholder and board of directors approval, where necessary, and the completion of due diligence reviews.
Upon completion of the private placement, Emerald will be entitled tonominate two of the company's six directors. At such time as Emerald advances funds under the loan, and subject to shareholders' approval, Emerald will be entitled to nominate three of the six directors, one of whom shall be appointed chairman of the board.
The board of directors of the company will pursue options with regard to the sale of CleanCare Corporation, a wholly owned subsidiary of the company. The company will use the proceeds of any sale and the financing provided by Emerald will be used to reduce debt and to remedy existing default conditions concerning debt covenants with its lenders.
In addition, Russell Bulman has recently resigned as president of CleanCare Corporation, and as a member of the board of directors of the company. Mr.Bulman's duties at CleanCare Corporation have been assumed by DavidBromley, president and chief executive officer of the company. |
