VANCOUVER, BRITISH COLUMBIA–(Marketwired – Aug. 13, 2015) – VendTek Systems Inc. (TSX VENTURE:VSI) (“the Company” or “VendTek“) announced today that it intends to conduct a non-brokered private placement of $1,000,000 in secured convertible debentures (the “Offering“) to F3 Capital Partners Ltd. The debentures bear interest at a rate of 12% annually, will mature on the date that is three years from the closing of the Offering and entitle the holder thereof to acquire common shares of the Company at a price of $0.10 per common share on conversion.
The net proceeds from the Offering will be used for general corporate purposes, including working capital.
The Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange, and all securities issued in connection with Offering will be subject to a four-month and one day hold period under applicable securities laws.
The Offering may be considered a related party transaction pursuant to applicable securities laws due to the fact that certain insiders of the Company will be participating in the Offering. The Offering is exempt from the formal valuation requirements under securities laws as the transaction involves the distribution of securities of the Company for cash, and neither the Company nor, to the knowledge of the Company, the related parties participating in the Offering had knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The Offering is exempt from the minority approval requirements under securities laws as the transaction involves the distribution of securities for cash, the fair market value of the Offering is less than $2,500,000, and all of the Company’s independent directors have approved the Offering.
As a result of the Offering, the following related parties will have the change in ownership of the Company shown in the table below:
|Related Party||# (and %) of voting securities pre-Offering||# (and %) of voting securities post-Offering|
|F3 Capital Partners Ltd.||5,414,351 (32.33||%)||5,414,351 (32.33||%)|
If all of the convertible securities held by F3 Capital Partners Ltd. were converted (including the debentures issued pursuant to the Offering), F3 Capital Partners Ltd. would hold 21,528,702 (65.52%) of the voting securities of the Company post-Offering.
VendTek develops and licenses automated transaction system software and supporting technologies. VendTek’s customers and its subsidiaries use e-Fresh™ software to build electronic, prepaid services networks that enable consumers to purchase prepaid products and services via POS and self-serve terminals connected to a central server. This system creates significant value through improved efficiencies compared to a traditional distribution model. e-Fresh™ reduces shrinkage and inventory requirements for vendors while improving consumer access to prepaid products and services by completely eliminating physical cards and vouchers. VendTek has deployed its software around the world including Canada, United States, Asia, the Middle East and Africa. For further information please visit the Company’s website www.vendteksystems.com.
This press release contains statements which are not current statements or historical facts and are “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, contained in this press release constitute forward-looking information. Examples of forward-looking information in this news release include, but are not limited to, statements with respect to the successful completion of the Offering, regulatory approval of the Offering and the anticipated use of the net proceeds from the Offering.
Although the forward-looking information in this press release reflects the Company’s current beliefs on the date of this press release based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Company cannot be certain that actual results, performance, achievements, prospects and opportunities, either expressed or implied, will be consistent with such forward-looking information. By its very nature, forward-looking information necessarily involves significant known and unknown risks, assumptions, uncertainties and contingencies that may cause the Company’s actual results, assumptions, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking information. There may be other factors that cause results, assumptions, performance, achievements, prospects or opportunities in future periods not to be as anticipated, estimated or intended. Accordingly, all such factors should be considered carefully when making decisions with respect to the Company, and prospective investors should not place undue reliance on forward-looking information.
The Company assumes no obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.
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.
604-805-4653 or 1-800-806-4958