News Feed Item

Seair Announces Proposed Offering and 2012 Debenture Amendments

CALGARY, ALBERTA -- (Marketwired) -- 04/08/14 -- Seair Inc. (TSX VENTURE: SDS) ("Seair" or the "Company") announces that it has engaged Integral Capital Markets, a division of Integral Wealth Securities Limited ("Integral") as its exclusive agent on a private placement offering of convertible debentures (the "Offering"). The Offering will be a minimum of $500,000 and up to a maximum of $1,000,000 million of secured, subordinate, convertible, redeemable debentures (the "2014 Debentures") having the following principal terms:

1.  Conversion at $0.30 per common share in the capital of the Company (the
    "Common Shares") at the holder's option, any time prior to maturity.

2.  The Company can force the conversion of the 2014 Debentures into Common
    Shares at any time starting six months after closing if (a) the Common
    Shares trade above a volume weighted average of $0.38 per share for 20
    consecutive trading days and (b) the Company has previously reported a
    quarter with positive net income;

3.  Debentures rank pari passu with the Company's existing 8% secured,
    subordinate, convertible, redeemable debentures due December 31, 2015
    (the "2012 Debentures"); and

4.  Maturity is December 31, 2015.

5.  The Company will have a redemption option upon no less more than 60 days
    and less than 30 days notice, (the "Redemption Notice"). Holders will
    have the right to convert their 2014 Debentures prior to the expiry of
    the Redemption Notice.

The 2014 Debentures will be governed pursuant to a trust indenture to be entered into on or prior to the closing of the Offering.

The Company expects to close the Offering in May 2014. As a condition precedent to the closing of the Offering, the Company must receive approval of the holders of the 2012 Debentures to amend the terms thereof as follows:

1.  to permit the security to be granted in respect of the 2014 Debentures
    to rank pari passu with the 2012 Debentures;

2.  to remove security restrictions on the assets comprising the Company's
    septic division to allow for their sale in addition to their rental and
    to provide for the division of any proceeds resulting from such sales;

3.  to provide the Company with an option to pay interest payable on the
    2012 Debentures in Common Shares instead of cash.

There will not be any changes to the conversion price or the maturity date of the 2012 Debentures.

In connection with the amendment of the terms of the 2012 Debentures, the Company will call a meeting of the holders of the 2012 Debentures, such meeting currently anticipated to be held mid-May, 2014.

"We are happy to be working with Integral and I'm comfortable that we will be able to close this transaction, including the proposed modifications to the 2012 Debentures, before the end of May 2014" said Jim Laird, CFO. "We believe these changes to the 2012 Debentures, including the ability to sell under-utilized septic assets which don't fit our current strategy, will provide the Company with the required working capital to support the business as our strategic partnership revenue comes online before the end of 2014. We look forward to discussing more details with our shareholders at our AGM on May 20, 2014."

Please refer to the Company's SEDAR filings for further information on these proposals. The Offering and amendment to the 2012 Debentures are subject to all applicable approvals including, but not limited to, the approval of the TSX Venture Exchange.


Seair Inc. develops proprietary technology and equipment that diffuses gases, such as oxygen, ozone and carbon dioxide, into liquids. Seair's patented technologies can produce micron size bubbles that are more efficient than other diffusion technologies because the diffused gases remain in solution for extended periods of time, leading to increased productivity and lower operating costs. The process facilitates gas-based treatment of complex and challenging industrial wastewater and allows Seair to provide full water reuse and closed loop systems.

Seair applications include oil sands SAGD water solutions, frac and produced water treatment, industrial ponds treatment, mine dewatering/treatment, end-to-end sewage treatment for permanent residential communities and remote work camps, golf course irrigation and pond treatment. Seair is also working on a project for industrial emissions treatment. Parties interested in obtaining further information or receiving news releases and corporate documents from Seair may email such requests to [email protected] or visit the Seair website at www.seair.ca.

Seair is proud to be recognized as one of the Top 5 Cleantech companies in the TMX 2012 Venture 50.

This news release of Seair contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Seair's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this document include statements regarding Seair's expectations regarding the regulatory approval of the issuance of common shares. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Seair's expectations. Seair undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"Avere Systems is a hybrid cloud solution provider. We have customers that want to use cloud storage and we have customers that want to take advantage of cloud compute," explained Rebecca Thompson, VP of Marketing at Avere Systems, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Apache Hadoop is a key technology for gaining business insights from your Big Data, but the penetration into enterprises is shockingly low. In fact, Apache Hadoop and Big Data proponents recognize that this technology has not yet achieved its game-changing business potential. In his session at 19th Cloud Expo, John Mertic, director of program management for ODPi at The Linux Foundation, will explain why this is, how we can work together as an open data community to increase adoption, and the i...
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
The Internet of Things (IoT), in all its myriad manifestations, has great potential. Much of that potential comes from the evolving data management and analytic (DMA) technologies and processes that allow us to gain insight from all of the IoT data that can be generated and gathered. This potential may never be met as those data sets are tied to specific industry verticals and single markets, with no clear way to use IoT data and sensor analytics to fulfill the hype being given the IoT today.
Virgil consists of an open-source encryption library, which implements Cryptographic Message Syntax (CMS) and Elliptic Curve Integrated Encryption Scheme (ECIES) (including RSA schema), a Key Management API, and a cloud-based Key Management Service (Virgil Keys). The Virgil Keys Service consists of a public key service and a private key escrow service. 

Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud. In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of So...
SYS-CON Events announced today that StarNet Communications will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
SYS-CON Events announced today that eCube Systems, the leading provider of modern development tools and best practices for Continuous Integration on OpenVMS, will exhibit at SYS-CON's @DevOpsSummit at Cloud Expo New York, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. eCube Systems offers a family of middleware products and development tools that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
@ThingsExpo has been named the Top 5 Most Influential Internet of Things Brand by Onalytica in the ‘The Internet of Things Landscape 2015: Top 100 Individuals and Brands.' Onalytica analyzed Twitter conversations around the #IoT debate to uncover the most influential brands and individuals driving the conversation. Onalytica captured data from 56,224 users. The PageRank based methodology they use to extract influencers on a particular topic (tweets mentioning #InternetofThings or #IoT in this ...
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to impr...
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
Amazon has gradually rolled out parts of its IoT offerings, but these are just the tip of the iceberg. In addition to optimizing their backend AWS offerings, Amazon is laying the ground work to be a major force in IoT - especially in the connected home and office. In his session at @ThingsExpo, Chris Kocher, founder and managing director of Grey Heron, explained how Amazon is extending its reach to become a major force in IoT by building on its dominant cloud IoT platform, its Dash Button strat...