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Eurocontrol Amends Terms of Previously Announced Private Placement Financing
TORONTO, ONTARIO--(Marketwire - July 28, 2010) -
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Eurocontrol Technics Inc.
(TSX VENTURE:EUO) ("Eurocontol" or the "Company"), a Canadian public company specializing in the acquisition, development and commercialization of innovative energy security, authentication and verification technologies, announces that in connection with the cancellation of the proposed reverse take-over transaction of Eurocontrol by Athlone Global Security Inc. (the "Transaction") (See Press Release dated July 7, 2010), the Company has amended the terms of its previously announced private placement financing.
On April 30, 2010, the Company announced that it had raised gross proceeds in the amount of $880,000 through the issuance of 2,933,333 special warrants (the "Special Warrants") at a price of $0.30 per Special Warrant. The Special Warrants were to be deemed to be exercised into units of the Company upon the fifth business date following the completion of the Transaction. Due to the inability of the Company to complete the Transaction, the Company intends to return the net proceeds raised to subscribers and shall offer such subscribers the ability to participate in a new private placement financing on revised terms.
The Company intends to complete a non-brokered private placement of units of the Company (the "Units") at a price of $0.15 per Unit for gross proceeds in the amount of up to $3,000,000. Each Unit shall be comprised of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire a common share at a price of $0.20 for a 24 month period following completion of the financing.
The securities issued pursuant to the financing will be subject to a four month hold period under applicable Canadian securities laws. Closing of the financing is expected to occur on or before August 31, 2010 and is subject to receipt of all applicable regulatory approvals, including approval of the TSX Venture Exchange.
The Company may pay finder's fees in connection with the financing. Eurocontrol intends to use the net proceeds from the financing for general working capital purposes.
About Eurocontrol Technics Inc.
Eurocontrol Technics Inc. through its wholly owned subsidiary Global Fluids International S.A. ("GFI") is one of the world's pioneers in developing and implementing innovative molecular marking systems for the oil industry.Through its proprietary Petromark™ integral system, GFI has developed a 4-part solution consisting of a molecular marker, injection, monitoring and control components. Such oil industry cost realities along with GFI's 5-year R&D efforts to create its industry-leading marking solutions, along with access to capital provided by Eurocontrol Technics Inc. allows management to pursue numerous anticipated oil marking opportunities in fiscal 2010 and in years to come.
Cautionary Note Regarding Forward-Looking Information: This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of Eurocontrol and its projects, statements regarding technological prospects, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, costs of and capital for projects, expenditures, timing of future technological developments, requirements for additional capital, government regulation of industrial operations, environmental risks, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company (and the company resulting from the successful completion of the proposed transaction) to be materially different from those expressed or implied by such forward-looking information, including but not limited to:
general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the business of AGS and Eurocontrol andAGS not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the industrial industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Eurocontrol and AGS do not undertake to update any forward-looking information, except in accordance with applicable securities laws.