360 Vox Corporation

TSX VENTURE : VOX


April 26, 2013 17:00 ET

360 VOX Announces Closing of Best Efforts Private Placement of Convertible Debentures and Warrants

MONTREAL, QUEBEC--(Marketwired - April 26, 2013) - 360 VOX Corporation (TSX VENTURE:VOX) - 360 VOX Corporation ("360 VOX" or the "Company") is pleased to announce that it has closed its best efforts brokered private placement (the "Offering"), which consisted of the issuance of 9,500 units of securities of the Company (each, a "Unit") at a price of $1,000 per Unit for aggregate gross proceeds of $9.5 million. Dundee Securities Ltd. (the "Agent") acted as agent on behalf of the Company to complete the Offering.

Each Unit comprises a convertible unsecured debenture (the "Debenture") of the Company in the principal amount of $1,000 and 2,380 common share purchase warrants (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one common share of the Company (a "Warrant Share") at an exercise price of $0.30 per Warrant Share for a period of 36 months from closing, subject to receipt of any prior required regulatory and shareholder approvals. 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"). Subject to receipt of any prior required regulatory and shareholder approvals, 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 common shares of the Company (each, a "Share") at a conversion rate of $0.21 per Share (the "Conversion Price"), subject to adjustment upon the occurrence of certain events. In the event of a change of control transaction, the Company must either purchase the then outstanding Debentures or convert the Debentures into Shares at an adjusted Conversion Price.

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 Shares.

In connection with the Offering, the Agent received a cash commission equal to 5% of the gross proceeds raised under the Offering.

The Debentures, Warrants and any Shares and Warrant Shares will be subject to a hold period expiring four months and one day from the date the Units were issued.

Dundee Corporation, who beneficially owns approximately 18% of the outstanding common shares of the Company, purchased 8,800,000 Units 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. Upon completion of the Offering, the Company will have 330,580,536 Shares outstanding after giving effect to the conversion of the Debentures and the exercise of the Warrants, of which Dundee Corporation will beneficially own 110,876,900 Shares (or approximately 34%) on a partially diluted basis.

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 corporate purposes.

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 Developments 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 Marketing.

For further information on 360 VOX please visit our websites at www.360vox.com and www.sothebysrealty.ca. 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 the number and type of securities issuable in connection with the transaction 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.

Contact Information

  • 360 VOX Corporation
    Colin Yee
    Chief Financial Officer
    514-987-6452
    www.360vox.com