Synodon Files Preliminary Rights Offering Prospectus
By Marketwired News
By Marketwired News
EDMONTON, ALBERTA–(Marketwired – June 11, 2015) –
NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION OVER UNITED STATES NEWSWIRE SERVICES
Synodon Inc. (“Synodon” or the “Company”) (TSX VENTURE:SYD) is pleased to announce that it has filed a preliminary short form prospectus in each of the provinces of Canada relating to a rights offering (the “Rights Offering”) to subscribe for Class A voting shares of Synodon (the “Common Shares”) for gross proceeds of up to approximately CDN $4.21 million. The Company has also concurrently filed a registration statement on Form F-7 with the Securities and Exchange Commission in the United States relating to the Rights Offering.
The record date and the expiry date for the Rights Offering will be determined at the time of filing a final short form prospectus. Holders of Common Shares that fully exercise their rights will be entitled to subscribe for additional Common Shares, if available, that were not subscribed for by other rights holders. The rights will be exercisable for at least 21 days following the date of mailing of the final short form prospectus. The Rights Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange (the “TSXV”).
Before a shareholder exercises his, her or its rights, the shareholder should read the prospectus that the Company has filed in Canada and in the United States with the Securities and Exchange Commission, as well as the documents that are incorporated by reference herein, for more complete information about the Company and the Rights Offering. Shareholders may obtain copies of these documents free of charge by visiting SEDAR at www.sedar.com or EDGAR at www.sec.gov. Alternatively, copies of these documents may be obtained by contacting the Company at (780) 468-9568.
Synodon is also pleased to announce that it has entered into an amending agreement to its previously announced Bridge Loan with Cranberry Capital Inc. (“Cranberry”) and that Cranberry and the Corporation have agreed to extend the maturity date by two years until March 31, 2018, reduce the interest rate from 12% to 6% and also amend the use of proceeds of the Rights Offering such that the Corporation can use the net proceeds for general working capital as opposed to having to pay down the Bridge Loan.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities, in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction. The securities 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, unless an exemption from such registration is available.
Synodon Inc. (www.synodon.com) is a technology company that has developed an advanced airborne remote gas sensing system called realSens™, based on technologies developed under the Canadian Space Program and by Synodon scientists. The company currently provides advanced airborne pipeline integrity management services to the oil and gas sector through a suite of services including natural gas and liquid hydrocarbon leak detection, pipeline threat assessments, and waterway crossings analysis among others.
This press release includes forward-looking statements about Synodon Inc., including the anticipated funds to be raised by the Rights Offering and the expected use thereof and benefits therefrom and the listing of the Rights on the TSXV and timing thereof. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as ‘expects’, ‘anticipates’, ‘intends’, ‘plans’, ‘believes’ or negative versions thereof and similar expressions.
Forward-looking statements reflect our current beliefs and are based on information currently available to us and on assumptions that we believe are reasonable. These assumptions include, but are not limited to, the completion of the Rights Offering and the ability to obtain regulatory (including TSXV) approval in a timely fashion. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as they are subject to a number of significant risks and uncertainties which can be beyond our control. These include, but are not limited to, general economic conditions in the countries that we are pursuing contracts in, currency fluctuations and other changes in the competitive environment that Synodon operates in. For more information, please see the discussion on the principal risks that could affect our results under the section “Risks Relating to Our Business” of Synodon’s 2014 MD&A. The reader is cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements. Forward-looking statements in this press release are made to describe management’s expectations and assist shareholders in understanding our financial position. Readers are cautioned that the forward-looking statements presented in this press release may not be appropriate for other purposes. We are under no obligation (and expressly disclaim any obligation) to update or alter the forward-looking statements whether as a result of new information, future events or otherwise unless specifically required by applicable securities legislation.
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.
Paul van Eeden