Advantex Marketing International Inc.

Advantex Marketing International Inc.

May 10, 2011 19:27 ET

Advantex Completes First Stage of Debenture Renewal

TORONTO, ONTARIO--(Marketwire - May 10, 2011) - Advantex Marketing International Inc. ("Advantex Marketing" or the "Company") (CNSX:ADX), a leading specialist in merchant funding and loyalty marketing programs, today announced that it has completed the first stage of its planned renewal of its Non-Convertible Debentures and Convertible Debentures. The company completed two concurrent private placement, the first comprising of 1,800 units each comprising $1,000 face value secured non-convertible debentures of its subsidiary Advantex Dining Corporation (each a "Dining Debenture") and 1,975 common share purchase warrants of Advantex Marketing (each a "Dining Warrant") and the second comprising of 5,672 units each comprising $1,000 face value secured non-convertible debentures of Advantex Marketing (each a "Marketing Debenture") and 14,151 common share purchase warrants of Advantex Marketing (each a "Marketing Warrant").

The Dining Debentures will yield 14.0 percent annually, payable quarterly, and mature on September 30, 2013. Each Dining Warrant will be exercisable to acquire one common share of Advantex Marketing at $0.04 per share during the term of the Dining Debentures.

The Marketing Debentures will yield 12.0 percent annually, payable semi-annually, and mature on September 30, 2013. Each Marketing Warrant will be exercisable to acquire one common share of Advantex Marketing at $0.04 per share during the term of the Marketing Debentures.

The Company will use the proceeds of the two private placements to pay off any outstanding principal or accrued but unpaid interest on its existing Non-Convertible Debentures and Convertible Debentures and for general business purposes.

The units were purchased by Trapeze Capital Corp. and Trapeze Asset Management Inc., on behalf of their respective managed accounts (together, "Trapeze"). The Company expects to close in May the sale to private investors of additional units for up to $850,000.

Shareholders of the Company approved the creation of Trapeze as a Control Person at the Company's Shareholders' Meeting held on December 21, 2010. As the private placement constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") the Company has relied on the financial hardship exemption from the formal valuation and minority approval requirements of such instrument. The board of directors of the Company unanimously determined that the private placement will improve the financial position of the Company and that the terms of the private placement are reasonable in the circumstances.

Forward-Looking Information

This Press Release contains certain "forward-looking information". All information, other than information comprised of historical fact, that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitutes forward-looking information. Such forward-looking information relates to, without limitation, information regarding: the Company's expected use of the proceeds of the two private placements; the Company's belief that it will close the sale of additional units; the expected timing, and amount of additional units to be sold to private investors.

Forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.

Forward-looking information is subject to a number of risks, uncertainties and assumptions that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, those risks set out in the Company's management's discussion and analysis for its most recently completed interim period including those noted under the headings "General Risks and Uncertainties" and "Economic Dependence", and under the heading "Risks and Uncertainties" in Company's annual information form for its most recently completed financial year, copies of which are available under the Company's profile on SEDAR at

All forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Contact Information

  • Advantex Marketing International Inc.
    Mukesh Sabharwal
    Vice-President and Chief Financial Officer
    905-470-9558 ext. 249