VANCOUVER, BRITISH COLUMBIA–(Marketwired – April 7, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
IBC Advanced Alloys Corp. (TSX VENTURE:IB)(OTCQB:IAALF) (“IBC” or the “Company“), a leading beryllium, advanced alloys and precision castings company, announces a major corporate reorganization and capital raise designed to boost production capacity and revenue from its Copper Alloys and Engineered Materials divisions.
The reorganization consists of a share consolidation (“Consolidation“) of its issued and outstanding common shares, a post-Consolidation private placement and certain changes to the Company’s management and directors.
The Company will consolidate its share capital on the basis of one post-Consolidation common share for every ten pre-Consolidation common shares. The Company currently has 98,085,813 common shares issued and outstanding and expects to have 9,808,581 common shares issued and outstanding upon completion of the Consolidation. The Company believes the Consolidation will provide it with increased flexibility when negotiating financings and better access to equity markets in which to raise the capital required by the Company to further develop its manufacturing operations and strengthen business operations.
In conjunction with the Consolidation, the Company announces it will undertake a non-brokered private placement (the “Private Placement“) of post-Consolidation units (“Units“) at an issue price of C$0.375 per Unit for gross proceeds of up to C$5,500,000 (the “Offering“), with a 25% oversubscription option.
Each Unit will consist of one post-Consolidation common share (“Common Share“) of IBC and one transferable share purchase warrant (“Warrant“). Each Warrant shall be exercisable to acquire an additional post-Consolidation common share of IBC at a price of C$0.50 for a period of five years from the Closing Date. The Warrants will contain an acceleration provision, whereby in the event IBC trades at C$2.50 or greater for 21 consecutive trading days at any time after the two-year anniversary of the Warrant issuance, Warrant holders will have 60 days within which to exercise their Warrants, failing which the Warrants will expire.
The Consolidation and Private Placement are subject to the approval of the TSX Venture Exchange (“TSX-V“). The securities to be issued will be subject to a four-month-and-one-day resale restriction.
The Private Placement will be conducted in reliance upon certain prospectus and registration exemptions. The funds raised under the Private Placement will be used for planned capital expenditures at the Company’s Copper Alloys and Engineered Materials divisions to increase capacity and production efficiencies, and to provide general business working capital. While the Company intends to spend the available funds as indicated above, there may be circumstances where, for sound business reasons, a reallocation of the available funds may be necessary. The Company has agreed to pay finders’ fees on the Private Placement of up to 8% cash and 10% compensation options, and the finder(s) can elect to take the cash portion of the fees in Units having the same terms as the Private Placement Units.
The Company also has entered into a Consulting Agreement with Mr. Rory Godinho (the “Consultant“) as part of the reorganization, under which the Consultant will provide corporate finance advice to the Company and manage the Private Placement.
In addition, Mr. Mark A. Smith will be advising the Company with respect to the restructuring of its business and operations. Mr. Smith is the Executive Chairman, President and Chief Executive Officer of NioCorp Developments Ltd. (“NioCorp“) (TSX:NB) a company developing a superalloy materials project near Elk Creek, Nebraska that will produce niobium, scandium and titanium products.
As part of the Company’s reorganization plan, Major General David “Duncan” Heinz, IBC’s current Chief Operating Officer, will take over as the Company’s Chief Executive Officer (“CEO“). Background on General Heinz can be seen here. Mr. Anthony Dutton will step down as IBC’s CEO and will move to the position of Vice President, Corporate Relations and Special Projects. Further, on closing of the Private Placement, Board Members Alastair Neill and Dal Brynelsen will be resigning and new board members are expected to join the board in their place. These appointments will be announced on closing of the Private Placement and the Company thanks Messrs. Brynelsen and Neill for their long service to IBC.
“This is the right move at the right time for IBC and for our stockholders, and it should position us to grow our business and generate stronger revenues,” said General Heinz. “I look forward to leading this remarkable Company to the next level as we expand our production capabilities, increase efficiencies, and boost sales of value-added beryllium, copper and advanced alloy materials and precision castings for aerospace, nuclear power, automotive, telecommunications, and other industries.”
About IBC Advanced Alloys Corp.
IBC is a leading advanced alloys and precision castings company serving a variety of industries including nuclear energy, automotive, telecommunications and a range of industrial applications. IBC has 77 employees and is headquartered in Vancouver, Canada with production facilities in Indiana, Massachusetts, Pennsylvania and Missouri. IBC is creating a dynamic global beryllium and advanced alloys company. IBC’s common shares are traded on the TSX Venture Exchange under the symbol “IB” and the OTCQB under the symbol “IAALF.”
This news release was prepared by management of IBC, which takes full responsibility for its contents. 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 operates, industry conditions, 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 obtaining 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.
This release does not constitute an offer to sell or a solicitation of an offer to buy of any of the Company’s securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom.
Director of Corporate Communications
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