Consolidated Ecoprogress proposed private placement
Consolidated Ecoprogress Technology Inc CES
Shares issued 6,255,129 Apr 30 close $0.95
Mon 3 May 99 News Release
Mr. Michael Daniels reports
The company has entered into a proposed brokered private placement
arrangement with Pacific International Securities Inc., of Vancouver, B.C.,
pursuant to which the agent has agreed to act as agent for the company to
sell up to a total of 1,375,000 units at a proposed subscription price of
80 cents per unit, with each such unit consisting of one share and one
warrant in the capital of the company, and with the warrant entitling a
proposed placee to purchase an additional share at a proposed exercise
price of 80 cents for one year and at a proposed exercise price of 92 cents
for the second year.
The terms of the proposed private placement are subject to the terms of a
formal agency agreement to be entered into between the company and the
agent prior to the initial closing date which shall include, without
limitation, the provision that the company shall pay to the agent, on each
closing date, a cash commission of not less than a total of 7.0 per cent of
the gross proceeds to the company from the sale of the subject units, or
not less than 5.6 cents per unit subscribed for or not less than $77,000 in
total if the maximum number of units are subscribed for, and agent's
warrants equal to 10 per cent of the number of units subscribed for, with
each such agent's warrant entitling the agent, for a period of 24 months
from the relevant closing date, to purchase one additional share at a
proposed exercise price of 80 cents per share for one year and at a
proposed exercise price of 92 cents for the second year.
In accordance with the terms of the proposed private placement the agent
shall be entitled to appoint a soliciting group consisting of other
registered dealers for the purpose of arranging for substituted purchasers
of the units in the province of British Columbia and in such other
jurisdictions outside North America as may be agreed upon by the company
and the agent.
The gross proceeds from the sale of all of the subject units to be offered
under this proposed private placement is estimated to be $1.1-million, and
the company presently intends to use such gross proceeds to provide for the
payment of the proposed cash commission payable by the company to the agent
upon the successful completion of this proposed private placement (as to a
maximum of $77,000), to provide for the additional costs of this proposed
private placement (estimated to be approximately $10,000), to provide for
the up-and-coming payments under the company's presently proposed and
expanded licence agreement (totalling approximately $420,000), to provide
for the payment of the company's up-and-coming licence fees under its
existing licence agreement, as amended (totalling approximately $132,000),
to provide for the payment of the company's proposed sales force salaries
and brokerage fees in connection with its existing produce line (totalling
approximately $252,000), to provide for the payment of the company's
proposed and expanded consumer marketing program for its existing product
line (totalling approximately $80,000), to provide for the payment of the
company's proposed research and development costs in connection with
certain of its existing product line (totalling approximately $50,000), and
furthermore to provide for the enhancement of the company's resulting
working capital position for other general corporate purposes (as to
approximately the remaining $79,000), as a consequence thereof.
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