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Eurocontrol Announces Private Placement Financing
TORONTO, ONTARIO--(Marketwire - April 7, 2010) -
NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES
Eurocontrol Technics Inc.
("the Company") (TSX VENTURE:EUO), a Canadian public company specializing in the acquisition, development and commercialization of innovative authentication, verification and energy security technologies, is pleased to announce that it intends to complete a non-brokered private placement financing of special warrants of the Company (the "Special Warrants") at a price of $0.30 per Special Warrant for minimum gross proceeds in the amount of $700,000 up to a maximum of $3,000,000. Each Special Warrant will entitle the holder thereof to acquire one unit of the Company (a "Unit") on deemed exercise of the Special Warrant. Each Unit will consist of one common share of the Company (a "Unit Share") and one-half of one common share purchase warrant of the Company (each whole warrant a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price of $0.40 for a period of 12 months following the Closing Date (as hereinafter defined) and at an exercise price of $0.50 for a period of 24 months following the Closing Date, subject to adjustment in certain events. The Special Warrants will be deemed to be exercised (for no additional consideration) on the earlier of: (a) the date that is four months and a day following the Closing Date, and (b) the fifth business day after the Company completes its proposed acquisition of Athlone Global Security Inc. (the "Transaction") (See Press Releases dated April 5, 2010 and April 1, 2010).The Company shall use commercially reasonable efforts to obtain such receipt for a final exercise of the Special Warrants within 60 days of the Closing Date.The Special Warrants (and any Unit Shares and Warrants issued on exercise thereof) will be subject to a four month hold period under applicable Canadian securities laws.
Closing of the Transaction is anticipated to occur on or about April 29, 2010 (the "Closing Date") and is subject to receipt of 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 corporate purposes and in satisfaction of the conditional approval requirements of the TSX Venture Exchange with respect to the Transaction.
Purchasers of the Special Warrants will not be entitled to receive additional compensation warrants of the Company issuable to shareholders of record in connection with the Transaction(See Press Releases dated April 5, 2010 and April 1, 2010).
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.
Completion of the Transaction is subject to a number of conditions, including final TSX Venture Exchange acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained.There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular prepared by Eurocontrol in connection with the Transaction, any information released or received with respect to the business combination may not be accurate or complete and should not be relied upon. Trading in the securities of Eurocontrol should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction nor approved or disapproved of the contents of this news release.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The securities will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.
Cautionary Note Regarding Forward-looking Information
Except for statements of historical fact contained herein, the information in this press release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and include without limitation, statements regarding the future operating and financial performance of the Company, the proposed use of proceeds and the terms of the financing.There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially, include, among others, regulatory risks, market risks, competition risks, execution risks, country risks, and lack of a history of profitability. Most of these factors are outside the control of the Company.Investors are cautioned not to put undue reliance on forward-looking information.Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.