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ZCL Composites Inc. Accepts Equity Proposal
Edmonton, Alberta August 8, 2002.... ZCL Composites Inc.("ZCL") is pleased to announce that it has accepted a financing proposal from ARC Financial Corporation ("ARC") to have ARC Energy Venture Fund 3 subscribe for a private placement of 7,368,000 units ("Unit") at $0.95 per Unit for total proceeds to ZCL of $7.0 million. The financing proposal is subject to a number of conditions including, but not limited to, the satisfactory completion of due diligence by ARC, the approval by the ARC investment committee, the entering into of formal documentation and the obtaining of applicable regulatory and ZCL shareholder approval. Each Unit shall be comprised of one common share of ZCL and 0.5 Performance Warrants ("Warrant"). Each whole Warrant would entitle the holder to subscribe for one common share at a price of $0.95 for a period of up to five years subject to a performance vesting provision. The Warrants would vest at one-third intervals upon the weighted-average trading price of ZCL common shares reaching thresholds, for a period of thirty trading days, of $1.90, $2.85 and $3.80 per common share. One-half of the Warrants shall be transferable to senior officers of ZCL. ARC Energy Venture Fund 3 is an investment fund specializing in oil and gas exploration and production and service companies and which is managed by ARC Equity Management (Fund 3) Ltd., part of the ARC Financial group of companies. "This financing sets the stage for ZCL to move to the next level. It is an important step to implement our growth strategy and provides the funds we need to repay our debenture which is due on November 30, 2002," says Ven Côté, President & CEO of ZCL. "ARC is the type of partner that understands our industry and our business and shares our vision for the Company." ZCL Composites Inc. trades on the Toronto Stock Exchange under the symbol "ZCL" and is Canada's largest manufacturer of fiberglass underground storage tanks. ZCL's complete fuel storage systems marketed under the "Prezerver" trademark carry a $2 million warranty against pollution. For further information, please contact:
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