FOR: QUESTAIR TECHNOLOGIES INC.
TSX, AIM SYMBOL: QAR May 13, 2008 QuestAir Closes $9 Million Public Offering VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 13, 2008) - THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS
SERVICES.
QuestAir Technologies Inc. (TSX:QAR)(AIM:QAR) ("QuestAir" or the "Company") is pleased to
announce that it has
closed the offering announced on May 8, 2008, resulting in the issuance of 60,000,000
subscription receipts at
a price of CDN $0.15 per subscription receipt and raising gross proceeds of CDN $9,000,000.Each subscription
receipt will be exchangeable into one unit consisting of one common share in the capital of
the Company and one
common share purchase warrant. Each warrant entitles the holder to purchase one common share
for a period of 24
months from the date of closing of the offering at a price of CDN $0.215. The exchange of
subscription receipts
for units will occur automatically upon receipt of shareholder and listing approval, which are
expected to be
obtained on or before June 17, 2008. The offering was led by Clarus Securities Inc. and
included Canaccord
Capital Corporation (the "Underwriters"). The Company has also granted the Underwriters an
over-allotment
option to purchase up to an additional 9,000,000 subscription receipts at a price of CDN$0.15
per subscription
receipt, exercisable for 30 days from closing.
The Company has applied to list the common shares issuable upon exchange of the subscription
receipts and upon
exercise of the warrants on the Toronto Stock Exchange, and will apply for admission of such
common shares for
trading on the AIM of the London Stock Exchange, which is expected to occur on or around June
17, 2008. No
application has been made, nor will be made to apply for listing of the subscription receipts
or warrants on
the TSX or for admission of the subscription receipts and warrants for listing on the AIM. Assuming the
exchange of the subscription receipts for units and listing of the common shares on the
Toronto Stock Exchange
and the AIM, the total issued share capital of the Company will be 112,683,647 common shares.
The offering is subject to certain conditions, including but not limited to the receipt of all
necessary
regulatory approvals, including approvals of the Toronto Stock Exchange and the AIM. A copy of
the final short
form prospectus is available on www.sedar.com.
As part of the offering, all directors of QuestAir participated in the offering and purchased
subscription
receipts at the offering price of CDN $0.15 per subscription receipt. The numbers of
subscription receipts
purchased, together with each director's beneficial ownership position in the Company assuming
exchange of the
subscription receipts for units, are shown below: - Terry Blaney purchased 333,300 subscription receipts, which will take his beneficial
ownership to 334,300
common shares of the Company or 0.30%.
- Denis Connor purchased 1,000,000 subscription receipts, which will take his beneficial
ownership to 1,299,868
common shares of the Company or 1.15%.
- Keith McLeod purchased 333,300 subscription receipts, which will take his beneficial
ownership to 336,300
common shares of the Company or 0.30%.
- Michael Rosenberg purchased 338,867 subscription receipts, which will take his beneficial
ownership to
348,200 common shares of the Company or 0.31%.
- John Shakeshaft purchased 500,000 subscription receipts, which will take his beneficial
ownership to 516,000
common shares of the Company or 0.46%.
- Sherry Tryssenaar, who is also the Chief Financial Officer of the Company, purchased 166,600
subscription
receipts, which will take her beneficial ownership to 203,048 common shares of the Company or
0.18%.
- Jonathan Wilkinson, who is also the President and CEO of the Company, purchased 334,000
subscription
receipts, which will take his beneficial ownership to 477,194 common shares of the Company or
0.42%.
In addition, as part of the offering Special Situations Fund III QP, L.P. and Special
Situations Cayman Fund,
L.P. (collectively, "Special Situations") purchased a total of 31,230,000 subscription
receipts at the offering
price of CDN $0.15 per subscription receipt. Assuming these subscription receipts are
exchanged for units,
Special Situations will hold 31,230,000 common shares or 27.7% of the Company.
Disclosure of the directors' and Special Situations' share purchases is made pursuant to the
rules governing
the operation of AIM as established by the London Stock Exchange Plc.
In connection with the offering, the Company has called a special shareholders meeting (the
"Meeting") to be
held at 9:00 a.m. (Vancouver time) on June 16, 2008, in order to approve the offering. In
addition,
shareholders will be asked to approve a common share consolidation on a 10 for 1 basis (the
"Share
Consolidation"). The offering is not conditional upon approval of the Share Consolidation. A
notice of Meeting,
management information circular and proxy (collectively, the "Meeting Materials") will be
mailed to all
shareholders of record as at May 5, 2008 no later than May 26, 2008. The Meeting Materials
will also be
available free of charge on the company's website at www.questairinc.com, and on www.sedar.com
no later than
May 26, 2008.
Holders of subscription receipts are advised that the transfer register with respect to the
subscription
receipts will be closed at 4:00 p.m. (Vancouver time) on June 13, 2008.
This release shall not constitute an offer to sell or the solicitation of any offer to buy
securities in any
jurisdiction. The subscription receipts have not been registered under the United States
Securities Act of
1933, as amended, and they may not be offered or sold in the United States absent registration
or an applicable
exemption from registration.
About QuestAir Technologies Inc.
QuestAir Technologies, Inc. is a developer and supplier of proprietary gas purification
systems for several
large international markets, including existing markets such as oil refining, biogas
production and natural gas
processing, and emerging markets such as fuel cell power plants and fuel cell vehicle
refueling stations. QuestAir is based in Burnaby, British Columbia and its shares trade on the AIM Market of the
London Stock
Exchange Plc. and on the Toronto Stock Exchange under the symbol "QAR".
Forward Looking Statements Certain statements in this press release may constitute "forward-looking" statements which
involve known and
unknown risks, uncertainties and other factors which may cause the actual results, performance
or achievements
of the Company, or industry results, to be materially different from any future results,
performance or
achievements expressed or implied by such forward-looking statements. When used in this press
release, such
statements use such words as "anticipate", "believe", "plan", "estimate", "expect", "intend",
"may", "will" and
other similar terminology. These statements reflect current expectations regarding future
events and operating
performance and speak only as of the date of this press release. Forward-looking statements
involve significant
risks and uncertainties, should not be read as guarantees of future performance or results,
and will not
necessarily be accurate indications of whether or not such results will be achieved. A number
of factors could
cause actual results to differ materially from the results discussed in the forward-looking
statements.
-30- FOR FURTHER INFORMATION PLEASE CONTACT: QuestAir Technologies Inc. Sherry Tryssenaar
Chief Financial Officer
(604) 453-6902
Email: tryssenaar@questairinc.com
Website: www.questairinc.com OR Clarus Securities Inc. Rod Campbell
(604) 605-5700 OR Buchanan Communications
Charles Ryland
UK Media Contact
+44 (0) 20 7466 5000 OR Buchanan Communications
Ben Willey
UK Media Contact
+44 (0) 20 7466 5000 OR Karyo Edelman
Stephen Burega
Canadian Media Contact
(604) 623-3007 OR Canaccord Adams
Robert Finlay
+44 (0) 207 050 6500 -0-
QuestAir Technologies Inc.
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