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| reWORKS Environmental Corp. to Extend Warrants and Announce a Change in Directors |
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Download this press release (PDF 13 KB)
reWORKS Environmental Corp. (formerly International Bioanalogics Systems Inc.)
Trade Symbol: REW-V
Toronto, Ontario - May 24, 2007 - reWORKS Environmental Corp., formerly INTERNATIONAL BIOANALOGICS SYSTEMS, INC. (the "Corporation") is pleased to announce that pursuant to an amalgamation agreement dated September 29, 2006 (the "Amalgamation Agreement"), it has closed the acquisition of all of the issued and outstanding securities of reWORKS Inc. ("reWORKS"). The acquisition constitutes a reverse takeover of the Corporation.
At a November 9, 2006 shareholders' meeting of the Corporation, shareholders approved the amalgamation of reWORKS with 6605893 Canada Corp., a wholly owned subsidiary of the Corporation (the "Amalgamation"). The shareholders of reWORKS approved the Amalgamation at a shareholders' meeting held on October 20, 2006. The Amalgamation occurred on May 14, 2007. Pursuant to the terms of the Amalgamation Agreement, former securityholders of reWORKS received one security of the Corporation for every one equivalent security of reWORKS held on the effective date of the Amalgamation.
The TSX Venture Exchange (the "Exchange") has today granted final approval for the listing application of the Corporation. The common shares of the Corporation will commence trading on the Exchange at the opening on Monday, May 28, 2007.
Immediately prior to the closing of the Amalgamation, articles of amendment were filed to change the name of the Corporation from "International Bioanalogics Systems Inc." to "reworks Environmental Corp.". The common shares of the Corporation as they existed prior to the Amalgamation were also consolidated on the basis of one post-consolidated common share for every 2.9543557 common shares outstanding immediately prior to the consolidation.
Subsequent to September 29, 2006, the date of the joint information circular issued by the Corporation and reWORKS, a total of $321,764 in common shares and warrants were issued by reWORKS. Additionally, $3,675,546 was raised by M Partners Inc on behalf of reWORKS on May 2, 2007 through a private placement of units, each unit consisting of a warrant which may be exercised to purchase a common share for $0.40 on or before May 2, 2009 and a subscription receipt warrant which was exercised for one common share upon issuance of the final Exchange approval today. The agent for the May 2, 2007 private placement received 1,691,300 Series 11 warrants, described below. The number of securities exchanged pursuant to the Amalgamation also reflects the issuance of an additional 1,000,000 common shares by reWORKS under a subscription agreement with a shareholder of reWORKS.
The Corporation issued 3,340,628 common shares in settlement of $1,176,828 of obligations. These shares were issued prior to the consolidation and represent 1,130,747 post consolidation common shares of the Corporation.
A shareholder holding 1,000,000 common shares of reWORKS dissented with respect to the Amalgamation. These shares have been cancelled and reWORKS has agreed to pay the dissenting shareholder $200,000 on April 1, 2008. The Corporation has guaranteed this obligation.
Following the Amalgamation, and assuming the issuance of common shares under the subscription receipt warrants, the outstanding shares and share purchase agreements of the Corporation will be the following:
- 61,508,598 common shares,
- 2,670,001 Series 1 warrants (each of which is exercisable for one common share on or before December 31, 2007 at $0.30 per share),
- 1,166,667 Series 3 warrants (each of which is exercisable for one common share on or before June 1, 2007 at $0.30 per share),
- 333,331 Series 4 warrants (each of which is exercisable for one common share on or before December 1, 2007 at $0.50 per share),
- 5,984,172 Series 5 warrants (each of which is exercisable for one common share on or before June 30, 2007 at $0.30 per share),
- 500,000 Series 6 warrants (each of which is exercisable for one common share on or before December 31, 2007 at $0.30 per share),
- 150,000 Series 7 warrants (each of which is exercisable for one common share on or before June 30, 2007 at $0.25 per share),
- 1,000,000 Series 8 warrants (each of which is exercisable for one common share on or before December 31, 2007 at $0.20 per share),
- 5,417,000 Series 9 warrants (each of which is exercisable for one common share on or before May 2, 2009 at $0.40 per share),
- 11,521,000 Series 10 warrants (each of which is exercisable for one common share on or before May 2, 2009 for $0.40 per share),
- 1,691,300 Series 11 warrants (each of which is exercisable for one unit on or before May 2, 2009 for $0.217, each unit consisting of one common share and one warrant to purchase to one common share of the Corporation on or before May 2, 2009 for $0.40), and
- 720,000 stock option plan options (each of which is exercisable for one common share on or before July 24, 2011 at prices ranging between $0.20 and $0.50 per share).
The directors and officers of the Corporation are as follows:
Donald Green - Director and CEO and Chairman
Gary Gould - President and COO
David Prue - Chief Financial Officer
Michael Fitzhenry - Director
Rod Malcolm - Director
Sam Malatesta - Director
David Woolford - Director
15,774,856 common shares (representing 25.64% of the outstanding shares) have been placed in escrow pursuant to a Value Security Escrow Agreement. 2,000,000 common shares are subject to a four month hold in accordance with the seed share resale restrictions of the Exchange (20% released each month with the first release on closing).
Canaccord Capital Corporation acted as sponsor of the Amalgamation.
For a complete description of the Amalgamation, the related transactions and the business of reWORKS, please refer to the Corporation's Information Circular dated September 29, 2006 and other documents filed on SEDAR (www.sedar.com).
reWORKS Environmental Corp., through its wholly owned subsidiary reWORKS Inc., manufactures and markets environmentally friendly organic fertilizers and soil supplements. reWORKS has developed, refined and commercialized a green process that uses red wiggler worms to convert organic food waste into a premium, high quality, organic fertilizer through worm castings. reWORKS is the North American leader in commercializing this indoor process ensuring superior quality control. Because the soil supplements significantly increase production of grass and horticulture, the major markets for reWORKS' environmentally friendly products include golf courses, lawn care, greenhouses, wineries, nurseries and agriculture. reWORKS Inc. is headquartered in Toronto, Ontario.
Donald Green, Chairman of reWORKS Environmental Corp.
For Information concerning this news release or the Company please contact:
David Prue, CFO
Phone (416) 674-1365
Email: prue@reworksinc.com
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking" statements related to future events or future performance and reflects the expectations of reWORKS Environmental Corp. regarding its growth, results of operations, performance and business prospects, and opportunities and trends affecting its business. Such forward-looking statements reflect current beliefs of management and are based on information currently available. In certain cases, forward-looking statements can be identified by the use of words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative of these rather comparable terminology. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking information. Accordingly, investors should not place undue reliance on forward-looking information. Any forward-looking statements included in this press release are made as of the date of this press release and reWORKS Environmental Corp. assumes no obligation to update or revise them to reflect news or circumstances.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. |
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