FSC / Press Release
Enssolutions Group Inc. Announces Repayment of Debentures and Closing of Private Placement
Toronto, Ontario CANADA, November 03, 2009 /FSC/ - Enssolutions Group Inc. (ENV - TSX Venture), is pleased to announce that it has closed a non-brokered private placement (the "Offering"), as announced in its news release dated September 23, 2009. Enssolutions issued an aggregate of 6,786,959 Common Shares (the "Shares") at a price of $0.10 per Share raising gross proceeds of $678,696.
The Offering was completed in connection with the repayment of approximately 80% of Enssolutions' convertible unsecured debentures (the "Debentures"). Upon completion of the Offering, the outstanding principal amount of the Debentures will be $185,000.
All Shares issued pursuant to the Offering will be subject to a four month hold period in accordance with the policies of the TSX Venture Exchange Inc. (the "Exchange") and applicable securities laws.
Certain insiders of Enssolutions participated in the Offering by subscribing for Shares. Participation of these insiders constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). However, the Offering is exempt from the formal valuation and majority of the minority shareholders approval set out in MI 61-101 since, at the time the transaction was agreed to: (i) the securities of Enssolutions were not listed or quoted on one of the exchanges or markets specifically identified in MI 61-101; (ii) neither the fair market value of the Shares nor the consideration to be received for the Shares, insofar as the transactions involves interested parties, exceeded $2,500,000; and (iii) Enssolutions has one or more independent directors who are not employees of Enssolutions; and, at least, two thirds of said independent directors approved the transaction, as per sections 5.5 and 5.7 of MI 61-101. Enssolutions has not provided notice of material change within a minimum of 21 days before the closing of the proposed Offering, as stipulated in MI 61-101, due to the fact that until recently the terms of the Offering and insider participation were not sufficiently defined.
The Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release.
ABOUT ENSSOLUTIONS
Enssolutions manufactures, distributes and applies environmentally responsible products to meet a wide variety of industrial and commercial market demands. Enssolutions provides engineered environmental solutions for mine tailings control, process dust and erosion control, granular stabilization, road construction/maintenance and stockpile sealing. It has production facilities in Hamilton, Ontario and Phoenix, Arizona that service some of North America's largest mining, steel, cement, and road construction/maintenance companies as well as numerous public road authorities.
For more information on Enssolutions, please visit www.enssolutions.com.
CONTACT INFORMATION
David J. Howe, President and Chief Executive Officer
Jim Griffiths, Chief Financial Officer
Enssolutions Group Inc.
t: (905) 312-8422
e: davidhowe@enssolutions.com
jimgriffiths@enssolutions.com
www.enssolutions.com
Source: Enssolutions Group Inc. (TSX-V ENV) www.enssolutions.com
Maximum News Dissemination by Filing Services Canada Inc. *
www.usetdas.com
