FORT WORTH, Texas, Oct. 18, 2004 (PRIMEZONE) -- Catalyst Lighting Group, Inc. ("Catalyst" or the "Company") (OTCBB:CYSL) announced today that it has commenced a private placement of units on a reasonable efforts basis with expected aggregate gross proceeds of between $2.0 million and $4.0 million. Each unit ("Unit") currently is expected to consist of the Company's common stock, as well as five year warrants to purchase Company common stock at an exercise price of $3.00 per share.
The Company intends to utilize any proceeds of the private placement to fund the retirement of a significant portion of its subordinated debt, to finance the growth of the Company's business expansion, including by way of acquisitions, fund product development and general working capital. In connection with the private placement, the Company is expected to agree, subject to certain terms and conditions, to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering the resale of all Company common stock sold in the offering, as well as all common stock issuable to any placement agents utilized in connection with the offering.
The Units are expected to be issued to accredited investors under an exemption from the registration requirements of the Securities Act, and any purchasers would be prohibited from offering or selling the securities purchased in the offering in the absence of an effective registration statement or an applicable exemption from registration requirements.
This press release is issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
CATALYST LIGHTING GROUP, INC.
Catalyst Lighting Group, Inc., through its sole subsidiary, Whitco Company, LP, manufactures and markets light poles for the commercial and industrial markets. The Company sells and distributes its products through a network of more than 70 agents stationed throughout the United States.
This news release includes "forward-looking statements" within the meaning of various provisions of the Securities Act and the Exchange Act. All statements, other than statements of historical facts, included in this news release that address future activities, events or developments, including such things as the Company's ability to complete the above-described private placement on a timely basis, if at all, or on terms and conditions acceptable to the Company, future revenues, product development market acceptance responses from competitors, capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of Catalyst's and its subsidiaries' business and operations, plans, references to future success and other such matters, are forward-looking statements. These statements are not promises or guarantees but instead are based on certain assumptions and analyses made by Catalyst in light of its experience and its assessment of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances.
Whether actual results will conform to Catalyst's expectations and predictions, however, is subject to a number of risks and uncertainties that may cause actual results to differ materially, including the risks and uncertainties discussed in the materials provided in connection with the private placement; general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by Catalyst; competitive actions by other companies; changes in laws or regulations; and other factors, many of which are beyond the control of Catalyst. Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by Catalyst, including the completion of the sale of any securities pursuant to the private placement, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Catalyst or its business or operations.