NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
FRANKLIN, Ind., May 28, 2018 (GLOBE NEWSWIRE) -- IBC Advanced Alloys Corp. (“ IBC ” or the “ Company ”) (TSX-V: IB ) (OTCQB:IAALF) announces today that it has filed and been receipted for a final short form prospectus (the “ Prospectus ”) in connection with the offering (the “ Offering ”) of debenture units (" Debenture Units ") and convertible debenture units of the Company (" Convertible Debenture Units " and, together with the Debenture Units, the “ Offered Units ”) for minimum gross proceeds of C$4,000,000 and maximum gross proceeds of C$6,000,000. Pursuant to the Offering, IBC will issue Offered Units at a price of C$1,000 per Offered Unit (the “ Offering Price ”).
Each Debenture Unit will consist of one 9.5% unsecured debenture of the Company in the principal amount of $1,000 (each, a “ Debenture ”) with interest payable semi-annually in arrears on June 30 and December 31 of each year and maturing five years from the date the Debentures are issued, and 2,300 common share purchase warrants (each, a “ Warrant ”) expiring 60 months after the date of issuance of such Warrants. Each Convertible Debenture Unit will consist of one 8.25% unsecured convertible debenture of the Company in the principal amount of $1,000 (each, a “ Convertible Debenture ”), convertible into common shares at a conversion price of $0.31 per common share at the option of the holder, with interest payable semi-annually in arrears on June 30 and December 31 of each year and maturing five years from the date the Convertible Debentures are issued, and 2,300 Warrants expiring 60 months after the date of issuance of such Warrants. Each Warrant will entitle the holder thereof to purchase one common share (“ Common Share ”) of the Company (each, a “ Warrant Share ”) at an exercise price of $0.37 per Warrant Share at any time up to 60 months following the closing date, subject to adjustment in certain events.
The Offering will be undertaken on a best efforts basis pursuant to the terms and conditions of an agency agreement dated May 28, 2018 between the Company and a syndicate of agents led by Mackie Research Capital Corporation as lead agent and sole bookrunner (the “ Agents ”). In connection with the Offering, the Company has agreed to: (i) pay the Agents a cash commission equal to 6.75% of the gross proceeds of the Offering and (ii) issue to the Agents non-transferable broker warrants (the “ Broker Warrants ”) to purchase such number of Common Shares (collectively, the “ Broker Shares ”) as is equal to 6.25% of: (a) the number of Common Shares issuable upon conversion of the Convertible Debentures sold under the Offering (based on a conversion price of $0.31 per Common Share) and (b) the number of Common Shares issuable upon exercise of the Warrants sold under the Offering (including any gross proceeds raised on the exercise of the Over-Allotment Option), bearing the same exercise price and term as the Warrants; provided that the cash commission and Broker Warrants shall be reduced by 50% in respect of any purchasers participating in the Offering who are on a President’s List agreed to by the Company and the Agents. In addition, the Company has granted the Agents an option (“ Over-Allotment Option ”) to purchase up to an additional $150,000 Debenture Units and $750,000 Convertible Debenture Units at the Offering Price to cover over-allotments, if any. The Over-Allotment Option shall be exercisable by the Agents, in whole or in part, at any time up to 30 days following the closing date.
The Prospectus has been filed in each of the provinces of British Columbia, Alberta and Ontario pursuant to National Instrument 44-101 - Short Form Prospectus Distributions . The Offered Units (including the Common Shares and Warrants) will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements.
It is expected that closing of the Offering will occur on or about June 6, 2018, or such other date or dates as the Company and the Agents may agree.
The Company intends to use the net proceeds of the Offering to invest in capital equipment necessary for a planned expansion of production capacity, increase inventory to support greater sales conversion and more efficient product delivery, address maintenance and stock, and for working capital and general corporate purposes.
The Common Shares are listed on the TSX Venture Exchange (the “ TSXV ”) under the symbol “IB”. The TSXV has conditionally approved the listing of the Debentures, Convertible Debentures, Debenture Shares, Warrant Shares, and Broker Shares on the TSXV. Listing will be subject to the Company fulfilling all of the requirements of the TSXV.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offering Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. For more information on the Offering and the Company’s intended use of the net proceeds of the Offering, please refer to the Prospectus.
For more information on IBC and its innovative alloy products, go here .
On Behalf of the Board of Directors:
"Duncan Heinz”
David “Duncan” Heinz, President, CEO and Director
About IBC Advanced Alloys Corp.
IBC is a leading beryllium and copper advanced alloys company serving a variety of industries such as defense, aerospace, automotive, telecommunications, precision manufacturing, and others. IBC's Copper Alloys Division manufactures and distributes a variety of copper alloys as castings and forgings, including beryllium copper, chrome copper, and aluminum bronze. IBC's Engineered Materials Division makes the Beralcast ® family of alloys, which can be precision cast and are used in an increasing number of defense, aerospace, and other systems, including the F-35 Joint Strike Fighter. IBC's has production facilities in Indiana, Massachusetts, Pennsylvania, and Missouri. The Company's common shares are traded on the TSX Venture Exchange under the symbol "IB" and the OTCQB under the symbol "IAALF".
Contact:
Jim Sims , Director of Investor and Public Relations +1 (303) 503-6203 Email: jim.sims@ibcadvancedalloys.com Website: www.ibcadvancedalloys.com
@IBCAdvanced $IB $IAALF #Beryllium #Beralcast
Cautionary Statements
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this news release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This disclosure contains certain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control including: the impact of general economic conditions in the areas in which the Company or its customers operate, including the defense, semiconductor manufacturing, oil and gas, and other industries; changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; increased competition; the lack of availability of qualified personnel or management; limited availability of raw materials; fluctuations in commodity prices; foreign exchange or interest rates; stock market volatility; and the ability to obtain required approvals of regulatory authorities. In addition, there are risks and uncertainties associated with manufacturing activities: therefore the Company's future results, performance, or achievements could differ materially from those expressed in these forward-looking statements. All statements included in this press release that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur in the future are forward-looking statements. These statements are based on assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Such forward-looking statements include but are not limited to statements regarding the Offering, use of proceeds of the Offering, and the expected closing date.
