360 Vox Announces Private Placement of Convertible Debentures
MONTREAL, QUEBEC -- (Marketwire) -- 03/31/13 -- 360 VOX Corporation
(TSX VENTURE:VOX) - 360 VOX Corporation ("360 VOX" or the "Company")
is pleased to announce that it has entered into an agreement with
Dundee Securities Ltd. (the "Agent") pursuant to which the Agent has
agreed to offer for sale, on a best efforts private placement basis
(the "Offering"), up to $9.5 million in aggregate principal amount of
convertible unsecured subordinated debentures (the "Debentures"). The
Debentures will be direct, unsecured obligations of the Company.
The Debentures will bear an interest rate of 7.5% per annum, payable
semi-annually, and will mature and become payable on the date that is
five years from the date of issuance (the "Maturity Date"). Upon
receipt of all necessary regulatory approvals and, if required,
shareholder approval, the principal amount of the Debentures will be
convertible on or before the Maturity Date (or the business day
immediate preceding the date fixed for redemption, as described
below), at the option of the holder, into units of the Company (the
"Units") at a conversion rate of $0.21 per Unit (the "Conversion
Price"), subject to adjustment upon the occurrence of certain events.
Each Unit will be comprised of one common share of 360 VOX (a
"Share") and one-half of one common share purchase warrant (each
whole warrant, a "Warrant"), with each Warrant exercisable to
purchase an additional Share (a "Warrant Share") for a period of
three years from the date of issuance of the Debentures at an
exercise price of $0.30.
From and after the third anniversary of the date of issuance, the
Debentures will be redeemable at the option of the Company, provided
that the weighted average closing price of the Shares during the 20
consecutive trading days ending five trading days preceding the date
on which notice of redemption is given is not less than 130% of the
Conversion Price. Subject to certain restrictions, the Company has
the option to satisfy its obligation to repay the principal amount of
the Debentures, in whole or in part, due at redemption or maturity in
In connection with the Offering, the Agent will receive a cash
commission equal to 5% of the gross proceeds raised under the
The Debentures and any Shares, Warrants and Warrant Shares will be
subject to a hold period expiring four months and one day from the
date the Debentures are issued.
It is currently anticipated that Dundee Corporation, who beneficially
owns approximately 18% of the outstanding common shares of the
Company, will participate in the Offering and may purchase up to the
entire aggregate principal amount of Debentures sold under the
Offering. The President and CEO of Dundee Corporation, Mr. Ned
Goodman, is also a director of 360 VOX and the Agent is a
wholly-owned subsidiary of Dundee Corporation. In the event the
Offering is completed at the aggregate principal amount of $9.5
million, and Dundee Corporation is the only purchaser, the Company
will have 330,589,584 common shares outstanding after giving effect
to the conversion of the Debentures and the exercise of the Warrants,
of which Dundee Corporation will beneficially own 115,885,281 Shares
(or approximately 35%).
The proceeds of the Offering will be used in connection with the
Company's proposed acquisition of the contract rights for the
Enchantment Resort, Mii amo Spa and Tides Inn and for general
Closing of the Offering is expected to occur on or about April 10,
2013 or such other date as may be agreed to by the Company and the
Agent. Completion of the Offering is subject to certain conditions,
including, without limitation, receipt of TSX Venture Exchange
approval and any other required approvals.
On Behalf of the Board of Directors
Robin Conners, President and CEO
About 360 VOX Corporation
360 VOX is a publicly traded company, incorporated under the laws of
Ontario and listed on the TSX Venture Exchange under the symbol
"VOX". 360 VOX is engaged in the business of managing and developing
international hotel, resort, residential and commercial real estate
projects through its wholly-owned subsidiaries, 360 VOX Asset
Management Inc., 360 VOX Development Inc., and Wilton Properties Ltd.
360 VOX is also engaged in the sales and marketing or real estate
through Sotheby's International Realty Canada and Blueprint Global
For further information on 360 VOX please visit our website at
www.360vox.com. 360 VOX's public filings, including its most recent
audited consolidated financial statements, can be reviewed on the
SEDAR website (www.sedar.com).
This news release may contain forward-looking statements and
information within the meaning of applicable securities legislation.
These statements reflect management's current expectations,
estimates, projections, beliefs and assumptions that were made using
information currently available to management. In some cases,
forward-looking statements can be identified by terminology such as
"may" "will", "expect", "plan", "anticipate", "believe", "intend",
"estimate", "predict", "forecast", "outlook", "potential",
"continue", "should", "likely" or the negative of these terms or
other comparable terminology. Forward-looking statements include
statements with respect to closing of the transaction, the number and
type of securities issuable in connection with the transaction and
the potential purchasers of such securities and are based on
assumptions that management believe are reasonable. These statements
are not guarantees of future results and are subject to numerous
risks and uncertainties that the conditions to closing may not be
satisfied or that the transaction may not close for other reasons.
Although management believes that the anticipated future results,
performance or achievements expressed or implied by the
forward-looking statements and information are based upon reasonable
assumptions and expectations, the reader should not place undue
reliance on forward-looking statements and information because they
involve assumptions, known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or
achievements of 360 VOX to differ materially from anticipated future
results, performance or achievements expressed or implied by such
forward-looking statements and information.
Neither the TSX Venture Exchange nor its Regulation Service Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy and accuracy of this release.
360 VOX Corporation
Chief Financial Officer
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