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Solegear Closes Second Tranche of Private Placement


October 31, 2017

Vancouver, BC – Solegear Bioplastic Technologies Inc. (TSX-V:SGB) (the “Company” or “Solegear”) announced today that it has issued $1,339,224.75 of units upon closing the second and final tranche  (the “Second Tranche”) of its previously announced private placement led by Mackie Research Capital Corporation (the “Private Placement”). This Second Tranche includes 8,928,165 units at a price of $0.15 per unit for gross proceeds of $1,339,224.75. As a result, the Company has a total of 72,881,206 common shares issued and outstanding.

Each unit is comprised of one common share of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”, and together, a “Unit“). Each Warrant entitles its holder to acquire one additional Share of the Company at a price of $0.20 per Share within the 24-month period following the closing of the Private Placement. The net proceeds of the Private Placement will be used for working capital and ongoing commercial activities. Further information about the Private Placement was provided in the Company’s September 22, 2016 press release.

“This Second Tranche of $1,339,224.75, plus the $566,050 in new money received from the first tranche of the Private Placement, for $1,905,274.85 in the aggregate, puts us in a solid cash position to manage operations and fulfill growing customer orders going into 2017,” said Paul Antoniadis, CEO of Solegear. “Market demand for our bioplastic products and packaging continues to increase, and we remain committed to our strategy to drive market share growth through organic sales, product line extensions and targeted acquisitions.”

The Company continues to work toward closing a separate $5,000,000 subscription agreement received from a private investor, as outlined in the Company’s November 2, 2016 press release.

In connection with the closing of the Second Tranche of the Private Placement, the Company paid Mackie Research Capital Corporation (the “Agent“), plus certain members of the selling group, an aggregate cash commission and fees of $135,815.72 inclusive of taxes, plus an expense reimbursement of $19,129.92 inclusive of taxes. The Company also issued to the Agent and certain members of the Agent’s selling group non-transferable options to acquire 694,583 Units from treasury at a price of $0.15 per Unit, exercisable at any time within the 24-month period following the closing date.

The closing of this Second Tranche of the Private Placement is subject to approval by the TSX Venture Exchange (the “TSX-V“). The securities issued by the Company in connection with the Private Placement are subject to a four month “hold period” expiring on April 22, 2017 (the “Hold Period“) as prescribed by the TSX-V and applicable securities laws.

Terms of the Warrants

The issued Warrants are subject to a Warrant Indenture made as of November 10, 2016 between the Company and the TSX Trust Company, which can be found on the Company’s SEDAR profile at As previously announced, the expiry date of the Warrants will be subject to an acceleration right in favour of the Company that is exercisable if the common shares of the Company trade on the TSX-V at or above a volume-weight average trading price of $0.30 per share on any 20 consecutive or non-consecutive trading days, following the expiry of the Hold Period. If the acceleration right is exercised by the Company, the warrants will expire on the 30th day after the Company provides notice thereof.

About Solegear Bioplastic Technologies Inc.

Solegear Bioplastic Technologies Inc. (TSX-V:SGB) is an innovator in the field of next generation bioplastics made from annually renewable plant-based sources. Committed to the principles of Green Chemistry, Solegear is driven by its mission to create healthier, safer and stronger communities by fundamentally changing the way plastics are made.

Solegear’s proprietary bioplastic formulations are designed to meet today’s social and corporate requirements to lower carbon emissions, reduce waste and remove toxicity typically associated with traditional petroleum-based plastics. Together with its partners, Solegear custom engineers, produces and distributes its high-performance bioplastics as resin, sheets and finished goods with some of the highest percentages of renewable, plant-based materials currently available in the industry.

For more information:

On behalf of the Company:

“Paul Antoniadis” Chief Executive Officer and Director

Contact: 604-998-4058

Investor Contact:                                                    Media Contact:
Caleb Jeffries                                                              Elisha McCallum
Kin Communications                                                 FleishmanHillard Vancouver
1-866-684-6730                                                        778-668-0185                      

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Cautionary Statement Regarding Forward-Looking Information

Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the risk that: (i) the bioplastics market may not grow as anticipated by the Company, and (ii) the economic circumstances of the Company may change and result in the proceeds of the Private Placement being used other in the manner described above.

When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

Other than as required under securities laws, we do not undertake to update this information at any particular time.

Forward-looking information contained in this news release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date.  All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.

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