ALUULA Composites Inc. (TSX-V: AUUA) (“
ALUULA” or
the “
Company”) announces that it has entered into
an agreement with Haywood Securities Inc.
(“
Haywood”), pursuant to which Haywood has agreed
to purchase itself or via substitute purchasers, on a bought deal
private-placement basis, 20 million units of the Company (the
“
Units”) at a price of C$0.15 per Unit (the
“
Issue Price”), for total gross proceeds of C$3.0
million (the “
Bought Deal
Offering”).
Each Unit will consist of one common share and
one common share purchase warrant (a “Warrant”).
Each Warrant will entitle the holder to purchase an additional
common share of the Company at a price of C$0.25 per share for a
period of 24 months from the closing of the Bought Deal
Offering.
The Company has agreed to grant Haywood an
option (the “Underwriter’s Option”) to purchase,
or to find substitute purchasers for, up to an additional
10,000,000 Units (the “Additional Units”) at the
Issue Price, for total additional gross proceeds of up to C$1.5
million. The Underwriter’s Option, if exercised, is expected to
close concurrently with the closing of the Bought Deal Offering
(collectively the Bought Deal Offering and the Underwriter’s
Option, as applicable, are referred to as the
"Offering”).
In connection with the Offering, the Company has
agreed to pay Haywood cash commissions of 6% of the gross proceeds
of the Offering, and compensation options to acquire Units at the
Issue Price equal to 6% of the number of Units issued to investors.
The Company will also pay Haywood a corporate finance fee of 5% of
the gross proceeds of the Offering, up to a maximum of $200,000,
payable in a combination of cash and Units.
The Company expects to use the net proceeds of
the Offering to expand production capacity (including a shift to
wider industry standard 1.5 meter output widths), to repay
outstanding bank debt, to make modest increases to its workforce,
and to expand its facilities.
Closing of the Offering is subject to the
Company entering into an underwriting agreement with Haywood, as
well as customary closing conditions including, but not limited to,
the receipt of all necessary regulatory and other approvals,
including the approval of the TSX Venture Exchange. The Offering
will be made by way of private placement pursuant to the applicable
exemptions from the prospectus requirements. The securities
issuable pursuant to the Offering will be subject to a four month
statutory hold period under Canadian securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States of America. The securities have not been and
will not be registered under the United States Securities Act of
1933 (the “1933 Act”) or any state securities
laws, and may not be offered or sold within the United States or to
U.S. Persons (as defined in the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration is available.
No securities regulatory authority has either
approved or disapproved of the contents of this news release.
About ALUULA
ALUULA is located in Victoria, British Columbia.
ALUULA was created with a vision to find solutions for real
world challenges not being met by traditional composite
manufacturers. Its goal is to create the next generation of
lighter, stronger soft composites for a broad range of large
vertical markets. Commercialization within the wind sport markets
(Kiteboarding, Wing Foiling and Windsurfing) began in 2020,
demonstrating clear benefits in performance, durability, and weight
reduction. The initial success in this arena has led to rapid
market acceptance in a variety of industry segments over the past
two years and earned ALUULA composites a reputation as the leader
in new material development within the wind sport sector. In
parallel, the company has been co-developing “application specific”
composites with well-known industry leaders in Aerospace, Sailing,
Outdoor Packs & Tents, and other industrial applications.
Using a patented and proprietary approach to
increase fiber strength at the molecular level, ALUULA core weaves
and outer facing films are fused without the use of heavy glues.
This remarkable process allows ALUULA to achieve strength to weight
ratio materials that have been previously unachievable. The Company
continues to add patented innovation to its product offerings and
specialized core competencies to its growing team.
ALUULA's wholly owned subsidiary, Ocean Rodeo,
has been a fixture in the wind sport community for over 20 years.
Founded in 2001, Ocean Rodeo holds over 50 patents or patent
applications related to the design of watersports equipment, with a
well-known history of innovation and market disruption. It was this
culture of innovation that led to a partnership with scientist and
serial entrepreneur, Peter Berrang, to fundamentally change the way
in which material used for kites, wings and sails is manufactured.
This partnership flourished and now ALUULA materials are
being incorporated by leading wind sport brands around the world.
These brands and their customers are benefitting from the lighter,
stronger and stiffer qualities of the ALUULA Gold™ material over
traditional dacrons used in the industry. Attending its first trade
show, out of over 500 entries, ALULLA Composites won the Textrend
Best Product, soft equipment category at the 2020 ISPO trade show
in Munich, Germany.
For further information about ALUULA see
www.ALUULA.comFor further information on Ocean Rodeo see
www.oceanrodeo.ca
ALUULA is proud to have been
awarded BEST PRODUCT of the soft
equipment category at 2021/22 ISPO for
our ALUULA Gold™ composite.
For further information about the Company,
please contact:
Mr. Richard Myerscough, CEO & DirectorEmail:
ceo@aluula.com
Mr. Peter Dorrius, CFOEmail: cfo@aluula.com
Completion of the Offering is subject to a
number of conditions, including but not limited to, TSX Venture
Exchange acceptance. There can be no assurance that the Offering
will be completed as proposed or at all. Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
The information in this news release includes
certain information and statements about management’s view of
future events, expectations, plans and prospects that constitute
forward looking statements. These statements are based upon
assumptions that are subject to significant risks and
uncertainties. Forward looking statements in this news release
include, but are not limited to, the closing of the Offering and
the anticipated use of funds. Because of these risks and
uncertainties and as a result of a variety of factors, including
with respect to the closing of the Offering, and the timing and
receipt of all applicable regulatory approvals, the actual results,
expectations, achievements or performance may differ materially
from those anticipated and indicated by these forward looking
statements. Although the Company believes that the expectations
reflected in forward looking statements are reasonable, it can give
no assurances that the expectations of any forward looking
statement will prove to be correct. Forward looking statements
herein are made as of the date hereof, and except as required by
law, the Company disclaims any intention and assumes no obligation
to update or revise any forward looking statements to reflect
actual results, whether as a result of new information, future
events, changes in assumptions, changes in factors affecting such
forward looking statements or otherwise. Although management of the
Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking statements or 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
statements 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 statements and forward-looking information.
ALUULA Composites (TSXV:AUUA)
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