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Press Release

Xebec Announces Pricing and Filing of Final Prospectus for Previously Announced Public

Release date: 30.10.2018

 

Montreal, October 26, 2018 – Xebec Adsorption Inc. ("Xebec" or the "Company") (TSX.V:XBC) is pleased to announce that it has priced its previously announced public offering (the "Offering") of units of the Company (the "Units"). Pursuant to the Offering, the Company will issue a minimum of 6,666,666 Units and a maximum of 10,000,000 Units at a price of $0.75 per Unit for minimum gross proceeds to the Company of $5,000,000 and maximum gross proceeds to the Company of $7,500,000. Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share, at a price of $1.05 per Common Share, for a period of 18 months from the Closing Date (as hereinafter defined) of the Offering.

In addition, the Company is pleased to announce that it has filed its final short form prospectus with, and obtained receipts in respect thereof from, the securities regulatory authorities in each of the Provinces of Canada (the "Offering Jurisdictions") in connection with the Offering.

The Offering is scheduled to close on or about November 7, 2018 (the "Closing Date").
The Company has entered into an agency agreement with a syndicate of agents led by Beacon Securities Limited and including Paradigm Capital Inc. (collectively, the "Agents"), pursuant to which the Agents will offer the Units for sale in the Offering Jurisdictions on a commercially reasonable best efforts basis. The Company has granted the Agents an over-allotment option to offer for sale up to an additional 15% of the aggregate number of Units, Common Shares, Warrants or any combination thereof sold under, and on the same terms as, the Offering, exercisable, in whole or in part, at any time up to 30 days following the Closing Date of the Offering to cover over-allotments, if any, and for market stabilization purposes.
The Company intends to use the net proceeds of the Offering to fund new project development initiatives in the renewable gas generation sector, potential merger and acquisition opportunities involving potential targets in industrial business segments, research and development, capital equipment and general corporate purposes.

The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
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 securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

About Xebec

Xebec Adsorption Inc. is a global provider of gas generation, purification and filtration solutions for the industrial, energy and renewables marketplace. Its customers range from small to multinational corporations and governments looking to reduce their carbon footprints. Headquartered in Montreal (QC), Xebec designs, engineers and manufactures innovative and transformative products, and has more than 1,500 customers worldwide. With two manufacturing facilities in Montreal and Shanghai, as well as a sales and distribution network in North America, Europe, and Asia, Xebec trades on the TSX Venture Exchange under the symbol XBC. For additional information on the company, its products and services, visit Xebec at xebecinc.com.


Caution Concerning Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable Canadian securities laws, respectively. Statements, other than statements of historical facts, may be forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be
achieved”, the negative of these terms and similar terminology although not all forward-looking statements contain these terms and phrases. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company meeting all conditions for a timely closing of the Offering, including obtaining all required approvals and the risk factors set out in Xebec’s annual and/or quarterly management discussion and analysis and in its other public disclosure documents filed on SEDAR at www.sedar.com, as well as all assumptions regarding the foregoing. Although Xebec believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frame or at all. Except where required by applicable law, Xebec disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.


For further information, please contact:

Louis Dufour,
Chief Financial Officer
Xebec Adsorption Inc.
(450) 797-8700
ldufour@xebecinc.com
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