Aduro Clean Technologies Increases Private Placement Up To $3,525,000

Rhea-AI Summary

Aduro Clean Technologies announced an increase in its non-brokered private placement, targeting gross proceeds of up to $3,525,000.

The placement involves up to 2,711,538 units priced at $1.30 per unit, each consisting of one common share and one-half of a common share purchase warrant.

Warrants are exercisable at $1.60 per share for two years, with potential accelerated expiry if shares trade at $1.90 or higher for ten consecutive days.

The proceeds will fund research, development of chemical recycling technologies, and general administrative expenses.

The offering is expected to close around June 14, 2024, subject to a minimum gross of $2,000,001 and regulatory approvals.

Positive

• Increased private placement size to $3.525 million due to strong investor demand.
• Proceeds will fund R&D of chemical recycling technologies and administrative expenses.
• Units priced at a competitive $1.30 per unit.
• Potential for accelerated warrant expiry if the stock price hits $1.90 for ten days.
• Offering not subject to resale restrictions for Canadian investors.

Negative

• Minimum of $2,000,001 in gross proceeds required for the offering to close.
• Dependence on regulatory approvals and necessary filings.
• Warrants exercisable at a higher $1.60 per share, which may deter some investors.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

LONDON, Ontario, June 11, 2024 (GLOBE NEWSWIRE) -- Aduro Clean Technologies Inc. (“Aduro” or the “Company”) (CSE: ACT) (OTCQX: ACTHF) (FSE: 9D50), a Canadian technology company using the power of chemistry to transform lower value feedstocks, like waste plastics, heavy bitumen, and renewable oils, into resources for the 21^st century, is pleased to announce that, further to its news release dated May 29, 2024, due to strong investor demand, it has increased the size of its non-brokered private placement of units (each, a “Unit”) up to a maximum of 2,711,538 Units, at a price of $1.30 per Unit, for gross proceeds of a maximum of $3,525,000 (the “LIFE Offering”). The Company is processing existing subscription agreements already received to date and is unable to accept any further subscriptions at this time.

Each Unit will consist of one (1) common share in the capital of the Company (each, a “Common Share”) and one-half (1/2) of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one (1) Common Share (each, a “Warrant Share”) at a price of $1.60 per Warrant Share for a period of two (2) years, provided that if the Common Shares have a closing price on the Canadian Securities Exchange (the “CSE”) (or such other securities exchange on which the Common Shares may be traded at such time) of $1.90 or greater per Common Share for a period of ten (10) consecutive trading days at any time after the issuance of the Warrants, then the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the thirtieth (30^th) day after the date of such notice.

There is an amended offering document (the “Amended Offering Document”) related to the LIFE Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.adurocleantech.com. Prospective investors should read the Amended Offering Document before making an investment decision.

As disclosed in the Amended Offering Document, the Company intends to use the net proceeds from the LIFE Offering to fund their research and development of the Company’s chemical recycling technologies and for general administrative and working capital expenses.

The Units offered as a part of the LIFE Offering shall be offered to purchasers resident in all provinces of Canada, including Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions to Canadian resident investors pursuant to applicable Canadian securities laws.

The LIFE Offering is anticipated to close on or about June 14, 2024, or such later date as the Company may determine. The closing is subject to certain conditions including, but not limited to, a minimum of $2,000,001 in gross proceeds being raised by the LIFE Offering and the receipt of all necessary regulatory and other approvals, including the Company’s completion of its filing obligations under the policies of the CSE.

As disclosed in the Amended Offering Document, the Company may pay finder’s fees under the LIFE Offering as permitted by CSE policy and applicable securities laws.

None of the securities sold in connection with the LIFE Offering will be registered under the United States Securities Act of 1933, as amended, and none of these securities may be offered or sold in the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information, please contact:

Ofer Vicus, CEO
ovicus@adurocleantech.com

Abe Dyck, Investor Relations
ir@adurocleantech.com
+1 226 784 8889

Arrowhead
Thomas Renaud, Managing Director
enquire@arrowheadbid.com
+1 212 619 6889

Forward-Looking Statements

This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the Company completing the LIFE Offering as planned, the intended use of proceeds of the LIFE Offering, the closing conditions of the LIFE Offering, that the Company is processing existing subscription agreements and will not be accepting any further subscriptions, and the anticipated closing date of the LIFE Offering. The forward-looking statements reflect management’s current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements including: the Company may not complete the LIFE Offering as proposed; the proceeds of the LIFE Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the closing of the LIFE Offering; the Company may accept additional subscriptions in the LIFE Offering; and adverse market conditions and other factors beyond the control of the parties. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include general market conditions and other factors beyond the control of the Company. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

FAQ

What is the new target for Aduro Clean Technologies' private placement?

The new target for the private placement is up to $3,525,000.

How many units are being offered in the private placement?

Up to 2,711,538 units are being offered in the private placement.

What does each unit consist of in Aduro Clean Technologies' offering?

Each unit consists of one common share and one-half of a common share purchase warrant.

What is the exercise price of the warrants in this offering?

The exercise price of the warrants is $1.60 per share.

When is the expected closing date for Aduro Clean Technologies' private placement?

The expected closing date is on or about June 14, 2024.

What will Aduro Clean Technologies use the proceeds from the offering for?

The proceeds will fund research and development of chemical recycling technologies, as well as general administrative expenses.

Are there any resale restrictions for Canadian investors in this offering?

No, the units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions for Canadian investors.

What is the condition for accelerated expiry of the warrants?

Warrants will expire early if the common shares trade at $1.90 or greater for ten consecutive trading days.

What is the minimum gross proceeds required for this offering to close?

The minimum gross proceeds required is $2,000,001.

Is the offering available to U.S. investors?

No, the offering is not for distribution to United States newswire services or for dissemination in the United States.