BluSky Carbon Inc. (CSE: BSKY) (“BluSky” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp., as lead agent and sole bookrunner (the “Agent”), in connection with a best-efforts private placement offering (the “Offering”) of up to 6,000,000 special warrants of the Company (the “Special Warrants”) at a price of $0.50 per Special Warrant (the “Offering Price”), for gross proceeds of up to $3,000,000.
Each Special Warrant will be exercisable, for no additional consideration, into one unit of the Company (the “Units”) on the earlier of: (i) four months and one day following the closing date of the Offering, or (ii) the fifth business day after the Company obtains a receipt for a final prospectus qualifying the distribution of the Units issuable upon the conversion of the Special Warrants.
Each Unit will be comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $0.65 for a period of 24 months.
The Company has granted the Agent an option (the “Agent’s Option”) to purchase up to an additional 15% of the number of Special Warrants issued pursuant to the Offering, exercisable at any time, and from time to time, prior to the Closing (as defined hereafter) of the Offering.
The net proceeds raised under the Offering are intended to be used for corporate development and general working capital purposes.
The Offering is intended to take place to qualified investors in all provinces of Canada, except Quebec, and in such other jurisdictions as the parties may agree.
As soon as reasonably practicable after the Closing, the Company will use reasonable commercial efforts to prepare and file with each of the securities regulatory authorities in each of the provinces of Canada, other than Quebec, in which the Special Warrants are sold, and obtain a receipt for, a preliminary short form prospectus and a final short form prospectus (which may be in the form of a final base shelf prospectus and supplement thereto) qualifying the distribution of the Units underlying the Special Warrants (the “Final Prospectus”).
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange, and the entering into of an agency agreement between the Company and the Agent. Closing of the Offering is expected to be on or about the week of December 16, 2024 (the “Closing”).
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
