Ostrom Climate Solutions Inc. (the “Company”) (TSX-V: COO, Frankfurt:9EA) announces that it has closed its non-brokered private placement offering (the “Offering”) announced on January 12, 2021.
The Company issued an aggregate of 15,383,460 units (each a “Unit”) at a per Unit price of $0.065 for gross proceeds of $999,925. Each Unit consists of one common share in the capital of the Company and one non-transferable share purchase warrant (a “Warrant”), each warrant entitling the purchase of one common share at a per share price of $0.085 for 60 months from the date of issuance of the securities.
Three insiders of the Company, Guy O’Loughnane, Alexander Zang and Forest Finance Services GmbH (Harry Assenmacher) participated in the Offering for aggregate cash consideration to the Company of $500,000, which constitutes a Related Party Transaction under Exchange Policy 5.9. The Company expects to avail itself of the exemptions contained in section 5.5(c) of MI 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities to be distributed in the transaction, and the consideration to be received by the Company for those securities, insofar as the transaction involves interested parties does not exceed $2,500,000.
The investment by and participation of Mr. O’Loughnane in the Offering resulted in Mr O’Loughnane being a control person of the Company on a partially diluted basis in accordance with the policies of the Exchange. On closing, Mr. O’Loughnane holds or has direction or control over 11,239,423 common shares of the Company and stock options and Warrants exercisable for an aggregate of 6,276,923 common shares of the Company, resulting in a total holding of 21% of the common shares of the Company, on a partially diluted basis (assuming the exercise by Mr. O’Loughnane of his outstanding options and warrants). The Company received shareholder approval by way of written consents to the creation of Mr. O’Loughnane as a control person of the Company.
“The growth potential of the carbon sector we are seeing is the result of a fundamental shift in demand – driven by significant new corporate commitments to net zero emissions as we transition to a cleaner economy,” commented Phil Cull, CEO of Ostrom. “The capital markets are recognizing this, which puts us in a very strong position to further capitalize the Company in the months to come, given our strong track record of performance in the carbon development space.
We are pleased to have received significant investment from our Board of Directors on this initial raise, and look forward to working with the capital community to both fund and accelerate our growth.”
The proceeds raised from the Offering will be used by the Company for general working capital purposes.
No finder’s fees were payable in connection with the Offering.
All securities issued will be subject to a hold period of four months and one day from the date of closing of the Offering in accordance with applicable securities legislation and the policies of the Exchange.
Phil Cull,
President and CEO
Ostrom Climate Solutions Inc.
About Ostrom Climate Solutions Inc.
Ostrom Climate specializes in advisory, technology, and project investment services applied to sustainable commodities and ecological assets, with a primary focus on carbon. We help organizations understand, reduce, and offset their climate impact and provide our customers with a multidisciplinary approach to managing risk, enhancing asset performance, and securing commercial returns. While managing climate change risk, we improve livelihoods and sustainability in project regions. Based out of Vancouver, British Columbia, our team has a global reach. We have worked with over 200 leading business organizations. Ostrom Climate is a publicly listed company on the Toronto Venture Exchange (TSX-V:COO) and in Frankfurt:9EA. Please visit us at www.ostromclimate.com.
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.
Forward Looking Statements
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include statements regarding the anticipated terms of any proposed transaction or engagement. Information and statements which are not purely historical fact are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Furthermore, the Company is presently unable to fully quantify the impact that the Covid-19 pandemic will have on its operations and recognizes that certain eventualities may affect planned or assumed performance moving forward. Negative impacts, such as limitations on our employees’ ability to travel to international project sites or our customer’s inability to perform to expectation as a result of the pandemic may result in outcomes that are different than those currently expected. As such, any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
For further information regarding the company, please contact:
David Rokoss
Ostrom Climate Solutions Inc. 300-948 Homer St, Vancouver, BC V6B 2W7
Telephone: 604-646-0400
Email: david.rokoss@ostromclimate.com
