September 26th, 2011, Vancouver, British Columbia – CLEAN SEED CAPITAL GROUP LTD. (the “Company”) (TSX Venture: CSX) announces that it has completed its initial public offering (“IPO”) of 6,700,000 common shares, at a price of $0.30 per common share, for aggregate gross proceeds of $2,010,000; has distributed 16,666 common shares upon exchange of 16,666 previously issued special warrants, and has issued 10,000,000 shares for the acquisition of Vesco Agricultural Technologies Ltd.
The TSX Venture Exchange (the “TSXV”) has conditionally accepted the Company’s listing application, and it is expected that the Company’s common shares will commence trading on the TSXV at the opening on September 28, 2011 (Vancouver time) (the “Listing Date”) under the trading symbol “CSX”.
Wolverton Securities Ltd. (the “Agent”) acted as lead agent for the IPO. As consideration, the Agent received: (i) a cash commission equal to 8% of the gross proceeds of the IPO ($160,800); (ii) a corporate finance fee of $32,500 (plus HST); (iii) options to acquire an aggregate of 536,000 shares, exercisable at $0.30 per share for a period of three years from the Listing Date; and (iv) their expenses as incurred.
The Company presently has 21,406,666 common shares issued and outstanding of which the following are restricted:
- 2,050,000 common shares are subject to escrow restrictions pursuant to an Escrow Agreement dated September 23, 2010, to be released as to 10% on the Listing Date and 15% every six months thereafter;
- all of the 10,000,000 shares issued to acquire Vesco are subject to a four month hold period ending January 27, 2012;
- 8,692,500 of such 10,000,000 shares are also subject to escrow restrictions under an Escrow Agreement dated June 23, 2011, to be released as to 10% on the Listing Date and 15% every six months thereafter; and
- 990,000 seed shares are subject to TSXV seed share resale restrictions, to be released as to 20% on the Listing Date and 20% each month thereafter over four months.
The above is more fully described in the Company’s IPO Prospectus dated June 27, 2011 and filed on SEDAR.
The Company announces that it has granted 1,380,000 incentive stock options which will become effective on the Listing Date, and which will be exercisable at $0.30 per share for a period of five years.
“I am delighted we have completed our initial public offering (“IPO”) in parallel with the 100% acquisition of Vesco Agricultural Technologies Inc. Food security, environmental degradation and resource exhaustion is increasingly turning to sustainable agriculture for solutions to the many problems in the sector. Our Company is uniquely positioned to contribute to and benefit from this rapidly emerging market opportunity. Moving forward we are confident in playing a measurable, meaningful role in sustainable agriculture”.
ON BEHALF OF THE BOARD
“Graeme Lempriere”
CEO, President and Director
The Company’s Prospectus and material information is available for review on SEDAR.
Not for distribution in the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in any jurisdiction. None of the Company’s securities are registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any states of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states.
Neither the 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 news release.