VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 07/02/10 -- Dobhai Ventures Inc. (the "Company") (TSX VENTURE: DOB.P) is pleased to announce the Company completed its acquisition (the "Transaction") of Produced Water Solutions Inc. ("PWS") on June 30, 2010. The Transaction will constitute the Company's "Qualifying Transaction" pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange"). The Company will carry on the business of PWS.
On May 19, 2010, the Exchange issued its conditional approval of the Transaction. The Company's common shares will resume trading on the Exchange under the ticker symbol "DOB" after the Exchange's conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Transaction. The Company will issue a news release once the Exchange issues its final exchange bulletin and will then advise of the expected listing date.
Concurrent with the completion of the Transaction, the Company completed a prospectus offering (the "Offering"). Union Securities Ltd. acted as the lead agent (the "Agent") for the selling group (the "Selling Group") with respect to the Offering. Pursuant to the Offering, the Company issued 14,286,500 units ("Units") at a price of $0.25 per Unit, including 286,500 of such Units which were issued pursuant to the exercise in part of the Agent's over-allotment option. The Company received aggregate gross proceeds of $3,571,625 from the Offering. Each Unit consists of one common share ("Common Share") and one-half of one transferable common share purchase warrant (a "Warrant") of the Company and each whole Warrant entitles the holder to acquire one Common Share at a price of $0.35 per Common Share on or before June 30, 2012. The net proceeds from the Offering will be used by the Company to construct a commercial scale produced water processing plant and for general and administrative expenses.
In aggregate, the Selling Group received a cash commission of $285,730 and non-transferable options (the "Agent's Options") entitling the members of the Selling Group to purchase up to an aggregate of 1,428,650 Units at a price of $0.25 per Unit on or before June 30, 2012. The Corporation also paid an agency fee of $25,000 (plus GST) to the Agent and reimbursed the costs and expenses of the Agent related to the Offering.
The issuance of the Common Shares and Warrants comprising the Units and the issuance of the Agent's Option were qualified by the Company's prospectus dated May 31, 2010, which is available on the SEDAR website at www.sedar.com.
Pursuant to the Transaction, the Company acquired all of the issued and outstanding shares of PWS and issued 9,333,333 Common Shares to the shareholders of PWS. As a result of the Transaction, PWS became a wholly-owned subsidiary of the Company. In addition, the Company issued an aggregate of 716,666 Common Shares to certain finders in respect of the Transaction. Following the completion of the Transaction and the Offering, 38,544,244 Common Shares were issued and outstanding.
In connection with the completion of the Transaction the Company intends to grant an aggregate of 1,850,000 options (the "Options") to purchase Common Shares to the following directors and officers of the Company: Al Radford (400,000 options), Wolf Fiedler (550,000 options), Chance Radford (400,000 options), Vern Graham (400,000 options) and Laurent St. Louis (100,000 options). The Options will have an exercise price of $0.25 and will be exercisable for a period of five years from the date of grant. In order to permit the grant of the Options, the Company will amend its current stock option plan to provide that the Company can issue up to 3,854,424 options. Following the grant of the Options, the principals of the Company will collectively hold 2,440,000 options to purchase Common Shares. The amendments to the Company's stock option plant and the grant of the Options are subject to the approval of the TSX Venture Exchange and the approval of the shareholders of the Company.
The principals of the Company collectively hold 7,025,000 Common Shares, which are all subject to a Tier 2 Value Security Escrow Agreement. In addition, 12,666,666 Common Shares held by non-Principals are subject to a Tier 2 Value Security Escrow Agreement.
In connection with the Transaction, the Company is pleased to announce its board of directors as follows: Minaz Devji (Chairman), Al Radford, Wayne Smith, Wolf Fiedler and Laurent St. Louis. In addition, the Company is pleased to announce its executive management as follows:
Al Radford - Chief Executive Officer
Wayne Smith - Chief Financial Officer
Wolf Fiedler - Senior Vice-President
Chance Radford - Chief Operating Officer
Vern Graham - Vice-President, Business Development
Waheed Nazerali - Vice-President, Corporate Communications
Summaries of the biographies for all of the directors and executive management of the Company are set out in the Company's prospectus dated May 31, 2010 (available on SEDAR at www.sedar.com).
The Company's prospectus dated May 31, 2010 and the Company's filing statement dated June 11, 2010 describe the businesses of the Company, PWS and the terms of the Transaction and the Offering, and are available on the SEDAR website at www.sedar.com.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions and the issuance of a bulletin in respect of the Transaction by the Exchange. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events, risks arising from operations generally, reliance on contractual rights such as licences and leases in the conduct of its business, reliance on key personnel, market acceptance of the Company's products and services, the need to protect intellectual property and other proprietary rights, possible failure of the business model or business plan or the inability to implement the business model or business plan as planned, fluctuations in the cost of materials, competition, environmental matters, and insurance or lack thereof.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF DOBHAI AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE DOBHAI MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
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.
Contacts:
Dobhai Ventures Inc.
Wolf Fiedler
Senior Vice President
604 684-4691
604 687-6365 (FAX)
wfiedler@pwsinc.ca
