Vancouver, British Columbia--(Newsfile Corp. - December 20, 2019) - Synex International Inc. (TSX: SXI) ("Synex" or the "Company") is pleased to announce that it has closed a non-brokered private placement financing (the "Offering") of common shares ("Common Shares") in the capital of the Company at a price of $0.20 per Common Share. An aggregate of 1,560,000 Common Shares were issued for aggregate gross proceeds of $312,000.
Synex expects to use the proceeds of the Offering for working capital and general corporate purposes. The Common Shares issued pursuant to the Offering will be subject to a four month hold period from the closing of the Offering pursuant to applicable securities laws.
Daniel J. Russell, a director and the President of the Company, and Richard McGivern, a director of the Company, purchased 1,000,000 Common Shares and 60,000 Common Shares, respectively, issued pursuant to the Offering. Prior to completion of the Offering, Daniel J. Russell owned, or had control or direction over, 19,464,300 Common Shares, representing approximately 51.35% of the issued and outstanding Common Shares. After the Offering, Daniel J. Russell owns, or has control of direction over, 20,464,300 Common Shares, representing approximately 51.85% of the issued and outstanding Common Shares. Prior to completion of the Offering, Richard McGivern owned, or had control or direction over, no Common Shares. After the Offering, Richard McGivern owns, or has control of direction over, 60,000 Common Shares, representing approximately 0.15% of the issued and outstanding Common Shares. Adarsh Mehta also participated in the Offering, purchasing 500,000 Common Shares.
The subscriptions by Daniel J. Russell and Richard McGivern and the issuance of Common Shares to Daniel J. Russell and Richard McGivern are considered to be "related party transactions" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves related parties, exceeded 25% of the Company's market capitalization. The Offering was unanimously approved by the directors of the Company that did not participate in the Offering.
The Company is a run-of-river hydro developer, operator and engineering firm. The Company wholly owns or has a proportionate interest in a net total 12 MW of operating facilities in British Columbia, and a Vancouver Island grid connection and utility carrying on business as Kyuquot Utility. The Company also has 9.4 MW of construction ready run-of-river projects, and applications and land tenures on another 24 potential hydroelectric sites totaling over 150MW of installed Capacity in British Columbia.
"Daniel J. Russell"
Daniel J. Russell, President & CEO
Forward-looking Information - This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information included in this press release reflects the current expectations of Synex management regarding future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking information, which includes, without limitation, the expected use of proceeds in respect of the Offering.
Forward-looking information involves significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking information. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking information. Such risk factors or assumptions include, but are not limited to: changes in economic conditions, risks associated with the construction and operation of hydroelectric facilities and changes in government policies. Synex cautions readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors should be considered carefully and undue reliance should not be placed on the forward-looking information. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Synex with Canadian securities regulatory authorities. Synex assumes no obligation or intention to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
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