TORONTO, ONTARIO–(Marketwired – April 28, 2016) –
NOT FOR DIFFUSION IN THE US OR EVEN THROUGH US NEWSWIRES
More to a press release dated Dec 31, 2015, Verdant Financial Partners I actually Inc. (Verdant or the Company) (NEX: VFI. H), the capital swimming pool company, is pleased to offer further information on the rival financing (the Financing) getting completed simply by 8095981 North america Inc., functioning as Axis Auto Financial (Axis) in relation to the Companys proposed Qualifying Transaction (as that term is described in the policies of the TSX Venture Exchange (the Exchange)) with Axis. Unless or else stated, all dollar sums referred to thus are to Canadian dollars.
The Financing is expected to result in get worse gross earnings of approximately $5 million, in addition to includes arises from a $1. 5 million convertible debenture (the Axis Debenture), which has already been given on This summer 3, 2015, the private placement of devices of Axis (the Units) for gross proceeds of about $1 million, as well as the issuance regarding subscription invoices (the Membership Receipts) with regard to aggregate major proceeds of around $2. a few million.
The Axis Debenture will be non-interest bearing and will automatically convert in to common stocks in the capital of Axis (the Axis Shares) in a conversion tariff of $0. fifty-one per Axis Share providing the Being approved Transaction closes within over 8 weeks of the closing date from the Financing.
The Devices will be issued at a price of $0. sixty per Product, and each Device will be comprised of one Axis Shares and one-half of one Axis Discuss purchase bring about (each entire Axis Share purchase justify, an Axis Warrant), with each Axis Warrant entitling the owner to acquire a single additional Axis Share in an exercise price of $0. 90 per Axis Share during a period of three years from the day of issuance, subject to certain acceleration conditions described under. In connection with the Qualifying Purchase, the Axis Shares in addition to Axis Arrest warrants underlying the Units, which include those issued pursuant in order to conversion from the Subscription Statements as referred to below, will be exchanged for common shares and warrants of the company resulting from the particular Qualifying Purchase (the Ensuing Issuer). The Resulting Issuer arrest warrants will contain the same conditions and terms of the Axis Warrants, which includes, for better certainty, the acceleration supply described below.
The Axis Warrants may contain a good acceleration supply providing that if at any time through the term of the Axis Justifies the volume heavy average associated with the common gives of the Producing Issuer on the Exchange, or such some other exchange on which the common shares of the Ensuing Issuer are usually then listed for investing, is corresponding to or higher than $1. 20 over a period of something like 20 consecutive investing days (the Acceleration Period) then, controlled by the Resulting Company issuing a new press release saying the speed, Verdant can provide notice towards the holders of the Axis Warrants that the Axis Warrants should expire around the date that is 30 days from your date regarding notice. During such 30 day period, typically the holders may exercise their own Axis Justifies in accordance with their particular terms.
In connection with the issuance from the Subscription Statements, Axis provides engaged Dundee Securities Ltd. to act because lead real estate agent (the Business lead Agent, plus together with virtually any co-agents or perhaps syndication users, the Agents). The Subscription Receipts will be issued with a price of $0. 60 per Subscription Receipts and will be instantly converted into Units upon pleasure of specific conditions (the Escrow Discharge Conditions). Gross proceeds in the Subscription Sales receipt Proceeds (the Escrowed Proceeds) will be saved in escrow till the Escrow Discharge Conditions are actually satisfied. The Escrow Release Conditions are: (a) the conclusive agreement (the Definitive Agreement) regarding the Qualifying Transaction should have been created on phrases acceptable for the Lead Broker, acting fairly, and the finalization or pleasure of all circumstances precedent to the Qualifying Purchase set forth inside the Definitive Contract shall have been produced or been waived, apart from the submitting of the posts of combinations and the release of the Escrowed Proceeds; (b) the invoice of all necessary shareholder, third party (as applicable) and corporate approvals needed for the Being approved Transaction, the Financing and the consolidation regarding Verdants released and excellent common shares; (c) the receipt regarding conditional authorization of the Swap for the Being approved Transaction and the listing of the common shares of the Resulting Company to be issued in connection with typically the Qualifying Deal; (d) Axis shall not maintain breach or perhaps material arrears of some of its representations, warranties or perhaps covenants underneath the agency contract to be entered into in connection with the Financing except for those removes or defaults that have been waived by the Business lead Agent, inside the sole acumen; (e) there shall not are actually discovered any kind of previously undisclosed material truth relating to either Axis or Verdant of which, in the sensible opinion in the Lead Broker, would fairly be expected to have a material negative effect on Verdant or the Producing Issuer, which shall be estimated to be true to charge Agent within a joint certificate signed by a senior official of each of Axis in addition to Verdant; and (f) Axis and the Business lead Agent shall have provided an earnest release notice to the escrow agents confirming that all of the Escrow Release Conditions have been satisfied or waived.
The Agents will be eligible to receive from Axis a cash fee of approximately 2% percent of the gross proceeds of the Financing (the Agents Fee), which 50% will probably be paid on the closing date of the Financing and 50% shall be paid concurrently with the release of the Escrowed Proceeds to Axis. Additionally , the Agents may also be entitled to reimbursement for its reasonable fees and expenses (including those of the Lead Agents legal counsel) incurred in connection with the Financing. As additional consideration for the services of the Agents, Axis has agreed to issue to the Agents such number of compensation warrants (the Compensation Warrants) as is equal to 6% percent of: (i) how many Subscription Receipts sold pursuant to the Financing; (ii) the Units issued directly by Axis for aggregate gross proceeds of approximately $1 million; and (iii) the amount of Axis Shares issuable upon conversion of the Axis Debenture. Each Compensation Warrant shall entitle the holder thereof to get, at any time for a period of two-years from the date of issuance, one Unit at a price of $0. 60 per Unit provided that, pursuant to the Definitive Agreement and the completion of the Qualifying Transaction, each Compensation Warrant be exchanged for one Resulting Issuer compensation warrant (a Resulting Issuer Compensation Warrant). Each Resulting Issuer Compensation Warrant shall entitle the holder thereof to acquire one Resulting Issuer unit of Verdant (each, a Resulting Issuer Unit) at a price of $0. 60 per Resulting Issuer Unit. Each Resulting Issuer Unit shall be made up of one common share of the Resulting Issuer and one-half of 1 Resulting Issuer common share purchase warrant, with each such warrant having the same terms because the Axis Warrants (including being subject to acceleration as put down above).
In addition to the Agents Fee, Axis will also pay a cash finders fee to an arms length party corresponding to 2% of the principal quantity of the Axis Debenture upon closing of the Qualifying Transaction as well as finders fees and due diligence expenses to arms length parties equal to approximately 5. 8% of the aggregate gross arises from the sale of the Units and Subscription Receipts.
Following completion of the Financing and the Qualifying Transaction, the Resulting Issuer will have approximately 51, 168, 004 common shares issued and outstanding, consisting of: (i) approximately 589, 082 common shares of Verdant on a post-consolidation basis; (ii) approximately 38, 880, 567 common shares issued to current shareholders of Axis; (iii) up to 3, 488, 888 common shares of the Resulting Issuer issuable to a lender of Axis upon exercise of Axis Shares purchase warrants by such lender at exercise prices ranging between $0. 25 and $0. 45 per share upon completion of the Qualifying Transaction; and (iv) a minimum of 8, 774, 508 common shares issued as a swap for the Axis Shares issued included in the Financing. In addition , the Resulting Issuer may have issued at the least 2, 083, 333 share purchase warrants in exchange for the Axis Warrants issued as part of the Financing, and 4, 076, 333 stock options composed of: (i) 58, 833 stock options held by the current directors and officers of Verdant; and (ii) 4, 017, 500 investment issued to the current optionholders of Axis. The Agents may also hold no less than 500, 000 Resulting Issuer Compensation Warrants.
Axis provides non-standard automobile financing options targeting roughly 30% of Canadians that do perhaps not qualify for traditional bank financing. Through personalized service and a commitment to building strong, long-lasting relationships with their dealer partners, Axis is becoming among Canadas fastest-growing auto-financing companies. Axis offers underwriting flexibility, fast adjudication, dealer perks and exemplary service. Axis auto financing program can be acquired to both independent and franchise dealers and prides itself on personalized service in helping dealers close more deals faster.
All information within this news release with respect to Verdant and Axis was supplied by the parties, respectively, for inclusion herein, and Verdant and its particular directors and officers have relied on Axis for almost any information concerning such party.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance of course, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will soon be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared associated with the Qualifying Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
This news release contains forward-looking statements concerning the timing and completion of the Proposed Transaction, the future operations of the business, Axis, and the Resulting Issuer as well as other statements which are not historical facts. Forward-looking statements are often identified by terms such as will, may, should, anticipate, expects and similar expressions. All statements apart from statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, Axis, and the Resulting Issuer are forward-looking statements that involve risks and uncertainties. There may be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Companys, Axis, and the Resulting Issuer expectations include the failure to satisfy the conditions to completion of the Proposed Transaction established above and other risks detailed from time to time in the filings made by the organization, Axis, and the Resulting Issuer with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may possibly prove to be incorrect. Events or circumstances may cause actual brings about differ materially from those predicted, due to numerous known and unknown risks, uncertainties, and other facets, many of which are beyond the get a grip on of the Company, Axis, and the Resulting Issuer. Because of this, the Company, Axis, and the Resulting Issuer cannot guarantee that the Financing or the Qualifying Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management during preparation, might prove to be incorrect and actual results varies materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made at the time of the date of this news release and the Company, Axis, and the Resulting Issuer will update or revise publicly the included forward-looking statements as expressly required by Canadian securities law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of the press release.