CTW Bluescout Technologies Ltd.

MANASSAS, VA, Nov. 29 /CNW/ -- Not for Distribution to United States Newswire Services or for Dissemination in the United States MANASSAS, VA, Nov. 29 /CNW/ - Catch the Wind Ltd. (TSX-V: CTW), providers of feed-forward, intelligent utility scale wind turbine performance improvement systems, today announced that it has closed a private placement offering of 17,316,359 units and 5,665,588 common shares of the company for aggregate gross proceeds of CDN $8,679,680. Each unit was priced at CDN $0.39, consisting of one common share and one common share purchase warrant. Each whole warrant entitles the holder to purchase, subject to adjustment in accordance with its terms, one half of one common share of the Company at an exercise price of CDN $0.55 per whole share at any time within 24 months from the closing of the offering. Each common share sold separately from units was priced at CDN $0.34. Jacob Securities Inc. acted as lead agent for the private placement. Other syndicate members were Raymond James Ltd. and Mackie Research Capital Corporation. The agents for the private placement received a commission of: (a) 6% of the aggregate gross proceeds raised under the brokered portion of the offering; and (b) compensation options entitling the agents to acquire, in the aggregate, 6% of the respective number of common shares and units issued to subscribers under the brokered portion of the offering, with the compensation options exercisable into one common share at a price of CDN $0.34 per share, and one unit at a price of CDN $0.39 per unit, as applicable. The compensation options will be exercisable for a period of 24 months from the closing of the offering.  Each unit will be comprised of one common share and one common share purchase warrant. Each whole warrant entitles the holder to purchase, subject to adjustment in accordance with its terms, one half of one common share of the Company at an exercise price of CDN $0.55 per whole share at any time within 24 months from the closing of the offering. The Company may elect to close a second tranche of the offering within the next 10 days. Pursuant to applicable Canadian securities laws, the securities issued under the offering to the subscribers and the agents, including securities issued on conversion of securities issued under the offering, will be subject to a four-month hold period from the closing of the offering. The net proceeds of the offering will be used for production optimization of the Company's Vindicator® Laser Wind Sensor, sales, marketing and customer trials, and for general working capital purposes. Various Hunter Hall entities, which collectively have beneficial ownership of, or control or direction over, directly or indirectly, common shares of the Company carrying more than 10% of the outstanding common shares of the Company, purchased an aggregate of 8,974,359 common shares under the offering, representing approximately 39% of the total number of common shares issued under the offering (including common shares forming part of units). Following completion of the offering, the Company believes that these parties will collectively have beneficial ownership of, or control or direction over, 22,649,359 common shares of the Company, which represents 28.14% of the total number of outstanding shares of the Company post-offering. In addition, Philip Rogers and Alisa Rogers, who jointly have beneficial ownership of, or control or direction over, directly or indirectly, common shares of the Company carrying more than 10% of the outstanding common shares of the Company, purchased an aggregate of 1,470,588 common shares under the offering (which represented the non-brokered portion of the offering), representing approximately 6.4% of the total number of common shares issued under the offering (including common shares forming part of units). Following completion of the offering, the Company believes that these parties will collectively have beneficial ownership of, or control or direction over, 26,470,588 common shares of the Company, which represents 32.89% of the total number of outstanding shares of the Company post-offering. The participation of these parties in the offering constitutes a related party transaction under Canadian Multilateral Instrument 61-101 ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101. The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange. About Catch the Wind Ltd. Catch the Wind Ltd. is a technology company that develops and commercializes forward looking laser wind sensors and control systems primarily for the wind energy industry. The Company offers retrofit products for existing wind farms, original equipment manufacturers' development and integration programs, and applications for wind assessment. Headquartered in Manassas, Virginia, the company is focused on making renewable wind energy more affordable and profitable. For more information, visit www.catchthewindinc.com. Forward-Looking Information This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this news release, include, but are not limited to, economic performance and future plans and objectives of Catch the Wind. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although Catch the Wind believes that the assumptions and factors used in making 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 timeframes or at all. Catch the Wind 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 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 release. table border="0"trtdCatch the Wind Ltd.     br/ Claudia Jaques     br/ Vice President and General Counsel   br/ 703-393-0754      br/ a href="mailto:cjaques@catchthewindinc.com"cjaques@catchthewindinc.com/a   /td td /td td /td td /td td /td td /td tdThe Equicom Groupbr/ Joe Racanellibr/ Investor Relationsbr/ 416-815-0700 ext. 243br/  a href="mailto:jracanelli@equicomgroup.com"jracanelli@equic/aa href="mailto:jracanelli@equicomgroup.com"o/aa href="mailto:jracanelli@equicomgroup.com"mgroup.com/a/td/tr/table

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