GUELPH, ON, Aug. 5, 2021 /CNW/ – BIOREM Inc. (TSXV: BRM) (“Biorem” or “the Company”) today announced that its independent directors have approved, subject to regulatory and disinterested shareholder approval, the purchase for cancellation of 23,434,121 common shares at $0.5256 per common share from TPFG Environment Investment Limited (“TPFG”) for an aggregate purchase price of $12,316,974 (the “Share Repurchase”). Mr. Ken Chen and Ms. Wei Han, who are both directors of Biorem and employees of affiliates of TPFG recused themselves from all board discussions in respect of the Share Repurchase and did not vote on the matter. Upon completion of the Share Repurchase both Mr. Chen and Ms. Han will resign as directors of the Company.
The proposed Share Repurchase, if approved, is expected to be financed through the use of a portion of the Company’s existing cash reserves and the proceeds from the issuance of $5 million in term debt.
Upon completion of the Share Repurchase, the Company will have 15,477,437 issued and outstanding Common Shares.
“The purchase price negotiated with TPFG was based on the 90 day weighted average trading price of Biorem common shares” said Derek Webb, President and CEO of Biorem. “We believe that the purchase and cancellation of this large block of shares will result in significant long term accretion of earnings per share and share value to Biorem shareholders.”
A Special Meeting of Shareholders for shareholders of record as of August 16, 2021 has been scheduled for Thursday September 16, 2021. All shareholders of Biorem, except TPFG, will be eligible to vote at the Special Meeting. A Notice of Meeting and Information Circular will be mailed to shareholders within the next two weeks. As TPFG is a resident of the British Virgin Islands, the Share Repurchase does not constitute an “issuer bid” under the Securities Act (Ontario).
About BIOREM Inc.
BIOREM is a leading clean technology company that designs, manufactures and distributes a comprehensive line of high-efficiency air emissions control systems used to eliminate odors, volatile organic compounds (VOCs), and hazardous air pollutants (HAPs). With sales and manufacturing offices across the continent, a dedicated research facility, a worldwide sales representative network and more than 1,600 installed systems worldwide, BIOREM offers state-of-the-art technology-based products and peace of mind for municipalities, industrial companies and their surrounding communities. Additional information on Biorem is available on our website at www.biorem.biz.
SOURCE Biorem Inc.
For further information: Derek S. Webb, President and Chief Executive Officer, firstname.lastname@example.org, Tel: (519) 767-9100; Douglas Newman, Chief Financial Officer, email@example.com, Tel: (519) 767-9100 xt.287