Press release from Marketwire
Viridis Energy Announces Private Placement of Convertible Notes
Wednesday, August 10, 2011
Viridis Energy Announces Private Placement of Convertible Notes09:00 EDT Wednesday, August 10, 2011VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 10, 2011) - Viridis Energy Inc. ("Viridis" or the "Company") (TSX VENTURE:VRD) (OTCQX:VRDSF), a "Cleantech" manufacturer and distributor of alternative energy providing biomass fuel to global residential and industrial markets, announced today that it has arranged a non-brokered, private placement (the "Private Placement") of $3,922,000 in a secured convertible note to Cornwall Investments LLC ("Cornwall"). Cornwall is a US based institutional investor with an expertise in the hedge fund support and commodities industries that makes investments in both public and private entities. The transaction is subject to the acceptance for filing by the TSX Venture Exchange.The Company previously announced that it raised $3,078,000 in two tranches of a private investment in public entity (PIPE) transaction in its news releases dated July 5, 2011 and July 27, 2011, respectively. Taken together, the aggregate gross proceeds from the previous private placement of units and this private placement of a convertible note will be $7,000,000. The proceeds from the private placements will be used for general corporate purposes.Pursuant to the loan agreement, the amounts owing by the Company will be evidenced by transferrable secured convertible notes, repayable on or before that date which is two years from the date of issuance and will bear interest at the rate of 6% per annum, calculated yearly. The convertible note may be converted at any time at the option of the Company or Cornwall into Units of the Company, at a conversion rate of one Unit for each $0.25 of indebtedness owing, to a maximum of an aggregate 17,627,036 Units. However, the convertible note may not be converted without the prior approval of the TSX Venture Exchange if, upon such conversion, Cornwall would hold 20% or more of the issued and outstanding voting securities.Each Unit issuable upon conversion of the convertible note will be comprised of one common share and one-half of a common share purchase warrant, with each whole warrant exerciseable at $0.40 per share for a period of 24 months from issuance. Notwithstanding the foregoing, in the event that the Company's common shares trade at a price of $1.20 or more for a period of 30 consecutive days, the Company may reduce the exercise period of such warrants by way of written notice, and in such event the exercise period will be of the first to occur of the following dates: (a) the later of: (i) 30 days from the date of such written notice; and ii) 30 days from the date on which Cornwall receives the prior approval of the TSX Venture Exchange to hold 20% or more of the Company's issued and outstanding voting securities; and (b) the original exercise period. The convertible note will be secured by a general security interest in all of the assets of the Company, which will be subordinated to the existing security interests of the Company. Commenting on the investment, Chris Robertson, Viridis' CEO, said, "Cornwall's principals have strong backgrounds in the forestry industry and an in-depth understanding of the wood pellet business. Coupled with their expertise in commodities, we perceive the decision to increase their investment in Viridis as an indication of their belief in the prospects for the wood pellet industry and confidence in Viridis' management."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 securities in a jurisdiction in which such an offer, solicitation or sale would be unlawful. About Viridis Energy Inc. Viridis Energy Inc. (TSX VENTURE:VRD) is a publicly traded, "Cleantech" alternative energy company specializing in the agricultural and wood waste biomass. Located in Vancouver, B.C., Viridis Energy operates Cypress Pacific Marketing and Okanagan Pellet Company, two acquisitions in the wood pellet sector, thus providing the company with vertical integration for distribution and manufacturing.For more information on Viridis Energy Inc. please refer to the company website at www.viridisenergy.ca.Forward-looking StatementsCertain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company's future operations. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a continued downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties associated with the demand for biofuels, (3) the risk that the Company does not execute its business plan, (4) inability to finance operations and growth (5) inability to retain key management and employees, (6) ; an increase in the number of competitors with larger resources, and (7) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and the Company intends to update such forward looking information in the Company's MD&A in the event that actual results differ materially from such forward-looking statements contained herein. Additional information about these and other assumptions, risks and uncertainties are set out in the "Risks and Uncertainties" section in the Company's MD&A filed with Canadian security regulators.FOR FURTHER INFORMATION PLEASE CONTACT: Yvonne L. ZappullaGrannus Financial Advisors, Inc.Managing Director212-681-4108Yvonne@GrannusFinancial.comORMichele RebiereViridis Energy Inc.Chief Financial Officer905firstname.lastname@example.orgNeither the 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.