The Debentures contain a change of control provision, whereby upon a change of control, as set forth in the Debentures, the Company shall make an offer in writing to the holders of the Debentures to, at the Debenture holder's election, either (i) purchase the Debentures at 100% of the principal amount thereof plus accrued and unpaid interest, or (ii) convert the Debentures at the change of control conversion price, which is a declining discount to the Conversion Price the closer the change of control occurs to the Maturity Date.
The Offering is scheduled to close on or about February 19, 2013 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Exchange.
It is anticipated that the Company will pay cash finders' fees equal to 7.0% of the gross proceeds of the Offering.
The net proceeds of the Offering will be used to fund the Company's capital program and for general corporate purposes.
The Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of the Debentures to be made in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
The Debentures to be issued by the Company will be "restricted securities" as defined under Rule 144(a) (3) of the U.S. Securities Act and will contain the appropriate restrictive legends as required under the U.S. Securities Act, National Instrument 45-102 and as required by the Exchange.
About CRAiLAR Technologies Inc.
CRAiLAR Technologies Inc., previously known as Naturally Advanced Technologies Inc., offers cost-effective and environmentally sustainable natural fiber in the form of flax, hemp and other best fibers for use in textile, industrial, energy, medical and composite material applications.