HLT Energies Inc. Announces Two Proposed Private Placements for Total Gross Proceeds of $375,000
10 Dezembro 2007 - 10:30AM
Marketwired
MONTREAL, QUEBEC (TSX VENTURE: HES) announced today that it has
entered into an agreement relating to two private placements, the
first, with one of its directors, Mr. Kurt Portmann, and the
second, with Mr. Portmann and a second investor.
The first private placement will consist of 1,000,000 units at a
price of $0.15 per unit, each unit being composed of one common
share and one common share purchase warrant, for an aggregate value
of $150,000. Each common share purchase warrant will entitle its
holder to purchase one common share at a price of $0.15 per common
share at any time following the Hold Period (as defined below) up
to a date which is two years from the date of its issue. The
anticipated closing date is on or around December 14, 2007.
The second private placement will consist of a $225,000 secured
convertible debenture, maturing five years from its date of
issuance and bearing interest at an annual rate of 6% (the
"Debenture"), held jointly by Mr. Portmann and the second investor
in proportion to their contributions. The Debenture will be
convertible during the period beginning the nineteenth month from
the date of its issuance until the twenty-third month inclusively,
into units at a price of $0.30 per unit, each unit being composed
of one common share and one common share purchase warrant. Each
common share purchase warrant will entitle its holder to purchase
one common share at a price of $0.30 per common share at any time
following the Hold Period (as defined below) up to the earlier of
(i) two years from the date of conversion of the Debenture or (ii)
the last date of conversion of the Debenture. The Debenture will be
convertible from the twenty-fourth month from the date of its
issuance up until its expiry into units at a price of $0.40 per
unit, each unit being composed of one common share and one common
share purchase warrant. Each common share purchase warrant will
entitle its holder to purchase one common share at a price of $0.40
per common share at any time following the Hold Period (as defined
below) up to the earlier of (i) two years from the date of
conversion of the Debenture or (ii) the last date of conversion of
the Debenture. As security for the Debenture, HLT will grant a
first ranking hypothec on the intellectual property it had acquired
November 16, 2007, as was announced in the press release issued by
HLT on November 19, 2007 as well as on all of the issued and
outstanding shares of its Belgian subsidiary ITER s.p.r.l. The
anticipated closing date of this private placement is on or around
February 15, 2008 and will be subject to approval by the
disinterested shareholders of HLT for the grant of security. In
addition, the terms of conditions of both private placements are
subject to the requirements and approval of the TSX Venture
Exchange.
Both private placements are related party transactions within
the meaning of Regulation Q-27 respecting Protection of Minority
Securityholders in the Course of Certain Transactions of the
Autorite des marches financiers and Ontario Securities Commission
Rule 61-501 - Insider Bids, Issuer Bids, Business Combination and
Related Party Transactions and the policies of the TSX Venture
Exchange. HLT is relying on exemptions from the formal valuation
and minority shareholder approval requirements applicable to
related-party transactions where neither the fair market value of
the subject matter of the transaction of, nor the consideration
for, the transaction is greater than 25% of HLT's market
capitalization. The board of directors, with the exception of Mr.
Portmann who declared his interest and excused himself from the
vote, has approved the terms of the two private placements.
The expected aggregate proceeds of $375,000 from the two private
placements will be used to fund the operations of HLT, allowing HLT
to accelerate the implementation of its business plan.
The securities to be issued pursuant to the two private
placements will be subject to resale restrictions under the
policies of the TSX Venture Exchange and under applicable
securities legislation, including a hold period of at least four
months from the date of issuance of such securities (the "Hold
Period").
About HLT
HLT is an important provider of renewable energy and renewable
energy production equipment harnessing sustainable energy sources.
With its equipment; HLT harnesses the full potential of these
energy sources hence creating stable energy as well as important
and stable revenues.
HLT generates clean and renewable energies from the sun and the
wind. HLT has acquired a solar photovoltaic know how, as well as
the know how to manage various sources of renewable energies,
through its investment in Ekowatt s.a. and its acquisition of the
F.I.M.E.S. intellectual property, respectively. The generation of
solar thermal energy was until very recently HLT's flagship, but
HLT has broadened its activities through its recent
investments.
HLT is a leader in the production and sale of sustainable solar
thermal energy at lower cost than conventional sources such as
electricity and natural gas to residential, commercial, industrial
and institutional customers. HLT is now able to completely cover
the solar thermal and photovoltaic market, and electronically
manage these sources of clean energy plus energy generated by wind
mills or hydraulic power plants, for institutional, commercial and
residential clients.
FORWARD LOOKING STATEMENTS
This press release contains certain forward looking statements
with respect to HLT. Such forward looking statements are dependent
upon certain factors and are subject to risks and uncertainties.
Actual results may differ from those expected. The information
contained in this press release is dated December 7, 2007, the date
of its approval by HLT management. HLT management does not assume
any obligation to update or revise any forward looking statements,
whether as a result of new information or future events, except
when required by the regulatory authorities.
The exchange does not accept responsibility for the adequacy or
accuracy of this release.
Contacts: HLT Energies Inc. Gerald Desourdy President et Chief
Executive Officer 514-868-1111 (x 222) g.desourdy@hltenergies.com
www.hltenergies.com HLT Energies Inc. Andre Audet Chairman of the
Board 514-284-1004 aaudet@bromeinc.com
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