SAO PAULO, Brazil, July 4 /PRNewswire-FirstCall/ -- Infinity Bio-Energy Ltd. ("Infinity" or the "Company") (AIM: IBI.L) is pleased to announce today that it has completed an aggregate of approximately US$38 million in new financing comprising approximately (i) US$17 million of common equity ("Common Equity") and (ii) US$21 million of convertible notes ("Notes").
In connection with the Common Equity raise, the Company will issue 3,390,222 shares at a price of US$5.00 per share. The number of shares issued is subject to adjustment upwards if, during the six-month period following issuance, the Company raises capital in excess of US$150,000,000 at a per share price of less than US$5.88 through a public offering (an "Offering") of Common Equity on one of several specified stock exchanges (which would include the Company's previously disclosed planned Brazilian Depositary Receipt offering), with the adjustment equal to the dollar amount invested by each purchaser in this financing divided by 85% of the price per share in the Offering, less the number of shares of Common Equity already issued to that purchaser in this financing. In addition, if the Company does not consummate an Offering of Common Equity or Brazilian Depositary Receipts on one of the specified stock exchanges within six months, the Company shall issue an additional 551,897 shares to the purchasers.
The Notes issued represent the remaining amounts available under the Convertible Notes originally authorized to be raised in November 2007 and are substantially similar to the Convertible Notes issued in November 2007, other than that the Company has agreed with the purchaser of the Notes to forbear from exercising its mandatory conversion rights on the newly-issued Notes until 15 months following an Offering of Common Equity or Brazilian Depositary Receipts on one of the specified stock exchanges.
2,090,222 shares and those shares issuable upon conversion of the Notes are subject to transfer restrictions of between 6 and 12 months.
The use of proceeds for these financings include: (i) potential acquisitions, (ii) advancements with the recently announced signing of a Heads of Agreement with the Government of Jamaica and (iii) general corporate purposes.
A total of 522,222 shares of the Common Equity raise will be issued on substantially the same terms to the following: - William J Kidd (13,727 shares), Andrew D Lipman (31,716 shares), Ethanol Associates, LP (127,268 shares) Camiri LLC (7,051 shares), Infinity Ranch LLC (322,222 shares) and Novo Horizonte Brazil Energy (20,238 shares).
Additionally and in accordance with the announcement made on November 6th, 2007, the Company will be transferring 3,500,000 shares, which have been held in escrow, to Infinity Ranch LLC ("Ranch Capital"). With this transfer, Ranch Capital will hold 18,245,299 Common Shares, representing 16.99% of the total issued shares.
As a result of these financings and following the admission of the new Common Shares to trading on AIM, the Company will have 107,408,763 shares and US$150 million Notes outstanding.
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES
This announcement is not an offer of securities for sale in the United States. The securities described herein may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933. There will be no public offering of the securities in the United States.
