VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 14, 2015) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
DuSolo Fertilizers Inc., (TSX VENTURE:DSF) ("DuSolo" or "the Company") is pleased to announce that, subject to TSX Venture Exchange approval, it will conduct a non-brokered private placement to raise up to C$2.5 million ("the Private Placement") through the issuance of units ("Units") of the Company at a price of C$0.12 per Unit. Each Unit will consist of one common share of the Company ("Common Share") and one-half Common Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to acquire one common share at an exercise price of $0.18 for a period of 36 months from the closing date of the Private Placement.
"Proceeds from this financing will be used for working capital as DuSolo continues to improve its operations and Direct Application Natural Fertilizer product suite," said Darren Bowden, Chief Executive Officer. "Funds will also be used further define the resource at Bomfim, repay the Tembo bridge loan, as well as begin the exploration program at our new asset, Sao Roque."
As per the terms of DuSolo's C$750,000 Bridge Loan ("Bridge Loan") from the Tembo Capital Group ("Tembo") due November 19, 2015 (see August 10, 2015 press release), DuSolo is required to repay Tembo prior to that date from the proceeds of any financing in which over C$1,000,000 in gross proceeds are raised. In accordance with the terms of the Bridge Loan, part of the proceeds from the Private Placement will be applied to the repayment of the Bridge Loan.
On September 11, 2015, Tembo provided DuSolo with a written proposal by which its group entities intend to; (a) participate in a subsequent closing of the Private Placement by subscribing for approximately C$750,000 worth of Units; and (b) provide a new, unsecured, convertible loan of C$750,000 with a one year term, 10% interest rate, 5% establishment fee, and conversion rights into Units at Tembo's option. The proposals from Tembo are indicative terms and subject to internal approvals and definitive documentation. Tembo holds 15.4% of the Company's outstanding shares.
The Company will pay a 7% finders fee and 7% brokers warrants on the gross proceeds raised from the sales of Units pursuant to the Private Placement, other than on Units sold to Tembo.
All securities issued in connection with the Private Placement will be subject to a minimum four month hold period.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. 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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ABOUT DUSOLO
DuSolo Fertilizers Inc. is focused on developing a fully integrated process to produce phosphate based fertilizers within the Cerrado region of Brazil as part of a nationwide effort, incentivized by the government, to increase supply of domestically sourced fertilizers and achieve agricultural self sufficiency.
On behalf of DuSolo Fertilizers Inc.
Darren Bowden, Chief Executive Officer
Forward-looking statements
Certain information contained in this press release constitutes "forward-looking information", within the meaning of Canadian legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or "has the potential to". Forward looking statements contained in this press release may include statements regarding the future operating or financial performance of DuSolo which involve known and unknown risks and uncertainties which may not prove to be accurate. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: market conditions and other risk factors listed from time to time in our reports filed with Canadian securities regulators on SEDAR at
www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and DuSolo disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.