MONTREAL, QUEBEC--(Marketwire - March 31, 2013) - 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 Shares.
In connection with the Offering, the Agent will receive a cash commission equal to 5% of the gross proceeds raised under the Offering.
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 corporate purposes.
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 Marketing.
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.