GLG GLG Life Tech Corp

TSX: GLG NASDAQ: GLGL

VANCOUVER, Feb. 1 /PRNewswire-FirstCall/ - GLG Life Tech Corporation (the "Company") announces that it has entered into an agreement with a syndicate of underwriter (collectively, the "Underwriters"), which have agreed to purchase, on a bought deal basis, 4,000,000 units (the "Units") of the Company at a price of C$11.00 per Unit, for aggregate gross proceeds of C$44,000,000. Each unit will consist of one common share and one half of one common share purchase warrant (each, a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one common share of the Company at the exercise price of C$15.00 per common share for a period of 36 months following the date of closing of the offering. The Underwriters will also have the option (the "Over-Allotment Option"), exercisable in whole or in part at any time up to 30 days after the closing of the offering, to purchase up to an additional 15% of the offering (600,000 Units) solely to cover over-allotments, if any, and for market stabilization purposes. The Underwriters can elect to exercise the Over-Allotment Option for Units only or Warrants only or any combination thereof up to a maximum of 600,000 common shares and 300,000 Warrants. In the event that the option is exercised in its entirety for Units, the aggregate gross proceeds of the offering will be C$50,600,000.

The Company plans to use the net proceeds from the offering to advance its ANOC^TM joint venture, including marketing and administration, for working capital and other general corporate purposes.

The completion of the Offering shall be subject to the receipt of all necessary regulatory approvals and the other conditions listed herein.

The offering is scheduled to close on or about February 23, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities.

This press release is not an offer or a solicitation of an offer of common shares for sale in the United States.  The common shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Forward-looking Statements:

This press release contains certain information that constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws. Such forward-looking statements or forward-looking information include, but are not limited to statements with respect to the completion of the Offering and the expected use of proceeds of the Offering. 

Generally, these forward-looking statements or information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".  With respect to forward-looking statements and information included in this news release, we have made numerous assumptions including among other things, assumptions about our ability to complete the financing. While we consider these assumptions to be reasonable, the assumptions are inherently subject to significant business, economic, competitive and social uncertainties and contingencies. However, there are also known and unknown risk factors which could cause our actual results to be materially different from any future results implied by the forward-looking statements and forward-looking information. Known factors include, among others, the following: operational risks; the effects of general economic conditions; changing foreign exchange rates; actions by government and other regulatory authorities; uncertainties associated with legal proceedings and negotiations; availability of raw materials; industry supply levels; and competitive pricing pressures and other risks and uncertainties disclosed in the public documents filed by the Company with Canadian and United States securities regulatory authorities and other risks and uncertainties, including those described under risk factors in the Company's current Annual Information Form and management discussion and analysis.The Company's forward-looking statements and information reflect the beliefs, opinions and projections on the date the statements are made. The Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change, except as required by law. 

SOURCE GLG Life Tech Corporation