Extenway Announces Third Tranche of Private Placement
2014年2月25日 - 12:36AM
Marketwired
Extenway Announces Third Tranche of Private Placement
MONTREAL, QUEBEC--(Marketwired - Feb 24, 2014) - Extenway
Solutions Inc. ("Extenway") (TSX-VENTURE:EY) is pleased to announce
that it anticipates closing a third tranche financing (the "Third
Tranche") of convertible debentures (the "Convertible Debentures")
as part of its private placement of common shares and Convertible
Debentures for aggregate gross proceeds of up to $3,800,000 (the
"Offering"), the first and second tranches of which were
respectively completed on September 11th and 17th, 2013, for
combined aggregate gross proceeds of $590,000.
Extenway is further pleased to announce that it has received a
signed conditional offer from a major institutional fund manager,
pursuant to which the fund is expected to invest $1 million in the
Offering subject to certain terms and conditions. Additional
investors have committed to invest $710,000 in the Offering,
subject to the terms and conditions set out herein. The Third
Tranche is expected to close on or about February 25t, 2014 (the
"Closing Date").
The Convertible Debentures will be unsecured, will mature on
August 31, 2017 and will bear an annual compounded interest rate of
12%.
The Convertible Debentures will be convertible into common
shares of Extenway (the "Common Shares") at a conversion price of
$0.13 if the conversion is effected no later than at 5:00 pm on
April 29, 2016, or $0.17 if the conversion is effected thereafter,
subject to customary adjustment provisions.
In the event that, at any time after August 31, 2015, (a)
Extenway issues Common Shares at an price per share equal to or
greater than $0.25 (subject to customary adjustments), or (b) the
Current Price (as defined in the Convertible Debenture) of its
Common Shares is greater than $0.30 (subject to customary
adjustments), Extenway will be entitled to buyback the Convertible
Debentures prior to their maturity date for a purchase price equal
to the principal thereof plus all accrued and unpaid interest
thereon. The buyback right will be exercisable pursuant to a prior
written notice of at least 30 days prior to the closing of
same.
Upon the occurrence of a liquidity event (which includes a
merger, an amalgamation, a reorganization, the sale of shares or
any other transaction resulting in a change of control of Extenway,
or the sale of all or substantially all of the assets of Extenway)
(a "Liquidity Event") pursuant to which:
- (a) the conversion price of the Convertible Debentures is lower
than the price per Common Share of Extenway determined pursuant to
such Liquidity Event (the "Offered Price"), the Convertible
Debentures will be automatically converted into Common Shares of
Extenway at the applicable conversion price;
- (b) the conversion price of the Convertible Debentures is equal
to or greater than the Offered Price, Extenway shall be entitled to
cancel the Convertible Debentures by paying to the holders thereof
an amount equal to the sum of: (a) the outstanding principal amount
of such Convertible Debentures, (b) the accrued and unpaid interest
thereon, and (c) a 3% penalty calculated on the outstanding
principal amount of such Convertible Debentures.
The proceeds of the Offering will be used for working capital
purposes. The private placement is subject to compliance with
applicable securities legislation and to the approval of the TSX
Venture Exchange.
It is anticipated that a finder's fee in the amount of $31,300
will be payable to a registered exempt-market dealer in connection
with certain placements. The exempt-market dealer will also be
entitled to 100,000 share purchase warrants to purchase Common
Shares of Extenway at a purchase price of $0.13 per Common Share if
exercised no later than at 5:00 pm on April 29, 2016, or $0.17 per
Common Share if exercised thereafter. The share purchase warrants
will expire on August 31, 2017.
All Convertible Debentures and all underlying Common Shares
which may be issued to purchasers under the Offering will be
subject to a four-month plus one-day hold period from the Closing
Date, pursuant to securities legislation and the policies of the
TSX Venture Exchange. The Convertible Debentures and all underlying
Common Shares offered in the Offering have not been nor will they
be registered under the United States Securities Act of 1933, as
amended, or state securities laws, and may not be offered or sold
in the United States or to an account for the benefit of US
persons, absent such registration or an exemption from
registration.
About Extenway Solutions Inc.
Extenway is a supplier of client-focused solutions for the
healthcare industry. Services offered by Extenway include
interactive television, beside terminals for patients, internet,
entertainment, content integration, advertising, education and
integrated solutions. Extenway allows organizations to optimize
management and coordination of human interactions as well as
communications, information and coordination. For further
information, please visit www.extenway.com or follow us on Twitter
@Extenway.
Disclaimer - Safe Harbour Forward-Looking Statements
Certain statements contained in this press release constitute
forward-looking statements. These forward-looking statements relate
to the future financial conditions, results of operations or
business of Extenway. These statements may be current expectations
and estimates about the markets in which Extenway operates and
management's beliefs and assumptions regarding these markets. These
statements are subject to important risks and uncertainties which
are difficult to predict and assumptions which may prove to be
inaccurate. The results or events predicted in forward-looking
statements may differ materially from actual results or events.
Extenway disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events, or otherwise. In particular,
forward-looking statements do not reflect the potential impact of
any merger, acquisitions or other business combinations or
divestitures that may be announced or completed after such
statements are made.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
John McAllisterPresident and CEOExtenway Solutions
Inc.514-694-1916Marie-Helene d'EntremontZone franche514-371-5715,
ext. 204mhdentremont@zonefranche.ca
Extenway Solutions Inc. (TSXV:EY)
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