Omni-Lite Industries arranges $1.8-million financing

Omni-Lite Industries Canada Inc.
OML-TSX VENTURE

January 18, 2005

Omni-Lite Industries Canada Inc. has entered into a bought-deal financing agreement with Acumen Capital Finance Partners Ltd. pursuant to which Acumen has agreed to purchase 1.5 million units of the company at a price of $1.20 per unit for total gross proceeds to the company of $1.8-million.

Each unit will consist of one common share of OML and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to acquire one common share of OML at a price of $1.60 for a period of 18 months following the closing date. The bought-deal offering is being completed by means of an exempt private placement and will close on or about Feb. 8, 2005. Omni-Lite management anticipates the net proceeds of this financing to be used for working capital and general corporate purposes.

Compensation to Acumen will include a commission of 7.5 per cent of the gross subscription proceeds. On the closing date, Acumen will receive compensation options exercisable to acquire 112,500 units. The compensation options are exercisable for a period of 12 months following the closing date at an exercise price per unit of $1.20. As additional compensation, Acumen will receive 56,250 compensation options exercisable in the period 25 to 36 months from the closing date at an exercise price of $2.50 per unit. Each full warrant shall be exercisable into one full common share for a period of 25 to 36 months following the closing date. Each full warrant shall have a purchase price of $3.50.

The private placement is subject to approval by the TSX Venture Exchange and must meet all other necessary regulatory approvals. The deal is also subject to the execution of an underwriting agreement satisfactory to both the company and Acumen, due diligence by Acumen, and other such terms and conditions as are customary and appropriate in transactions of this nature.

"Intended to support the increased international interest in advanced materials, in which Omni-Lite has been an innovator for the past 10 years, this financing will allow Omni-Lite to aggressively pursue new material developments in the near future," stated David F. Grant, chairman and chief executive officer. "This partnership with Acumen should bring the company's successes to a broader range of investors, both retail and institutional."

Acumen Capital Finance Partners Ltd. is an independent, full-service investment dealer based in Calgary. Acumen's business has two overlapping focuses:

  • independent retail brokerage and wealth management, offering a full range of investment products and a high level of customer service; and
  • investment banking, institutional sales and trading, and in-house research operations focused on junior oil and gas producers and small-market-cap non-resource growth companies.

    With its offices located in a historical building in the heart of downtown Calgary, Acumen prides itself on cultivating a boutique atmosphere. Acumen is 100 per cent employee owned and the employees contribute to the ethical management and success of the firm. Clients enjoy a high level of customer service due to employee pride of ownership and interdepartmental collaboration. The company's core values and culture shine through the integrity of its people and the quality of its relationships.

    Acumen is a member of the Toronto Stock Exchange and the Investment Dealers Association of Canada. Client comfort is enhanced by Acumen's membership in the Canadian Investor Protection Fund.

    Except for historical information contained herein this document contains forward-looking statements. These statements contain known and unknown risks and uncertainties that may cause the company's actual results or outcomes to be materially different from those anticipated and discussed herein.

    THE TSX VENTURE EXCHANGE NEITHER APPROVES NOR DISAPPROVES OF THE INFORMATION CONTAINED HEREIN.

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