Advitech Obtains Shareholders Approval of the Private Placement with Agechem and Proceeds with the Conversion of Debentures
On April 20, 2009 Advitech Inc. announced that its shareholders have approved, at the annual and special meeting held yesterday in Québec City, the conditional private placement (the “Private Placement”) with AgeChem Venture Fund L.P. (“AgeChem”) completed in escrow on March 12, 2009, the conversion of the principal amount of the issued and outstanding debentures of Advitech (the “Debentures”) in common shares of Advitech (the “Common Share”) (the “Conversion of debentures”) and other matters described in more details in the management proxy circular of the Corporation dated March 13, 2009 namely the appointment of the Board of Directors, the proposed consolidation of its common shares and the amendment of its articles. The offering was conducted via private placement memorandum.
60.56% of the Corporation shareholders was present or represented by proxy at the Meeting of which 95.68% (excluding AgeChem) has voted in favour of the Private Placement and 99.72% has approved the Conversion of debentures.
As previously announced on March 12, 2009, Advitech executed a conditional subscription agreement with AgeChem whereby Advitech issued in escrow a total of 50,000,000 units (the “Units”) at a price of $0.02 per Unit for total gross proceeds of $1,000,000. Each Unit issued as part of the Private Placement consists of one Common Share and of one common share purchase warrant (a “Warrant”). Each Warrant entitles its holder to purchase one Common Share at a price of $0.05 per share for a period of one year following the date of issuance of the Warrants, and, thereafter, at a price of $0.10 per share until the fifth anniversary of the date of issuance of the Warrants.
The total subscription price of the Private Placement and the certificates representing the Common Shares and the Warrants, which were held in escrow until receipt of the shareholders approval and the conversion of at least 80% of the principal amount of the Debentures, have been released today by the escrow agent.
AgeChem now holds a total of 58,083,333 Common Shares representing 25.51% of the outstanding Common Shares as of the date hereof and 58,083,333 Warrants allowing it to acquire 58,083,333 Common Shares at a price ranging from $0.05 to $0.253.
Conversion of the debentures
As a condition precedent to the Private Placement, Advitech, further to obtaining the consent of its shareholders at the Meeting, has completed the conversion of 98.39% of the Debentures, together with accrued interest thereon, which represented an aggregate amount of $2,091,710, for a total of 104,585,485 Common Shares at a deemed price of $0.02 per share.
As a result of the Conversion of the debentures and taking into account the Common Shares to AgeChem issued as part of the Private Placement, (i) Fonds de Solidarité des Travailleurs du Québec (F.T.Q.), which held a debenture in the principal amount of $375,000, now holds 12.28% of the issued and outstanding Common Shares, and (ii) Capitale Financière Agricole Inc., which held a debenture in the principal amount of $500,000, now holds 12.25% of the issued and outstanding Common Shares.
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