DealNet Capital Corp.
TSX VENTURE : DLS

DealNet Capital Corp.

February 05, 2016 09:54 ET

Dealnet Capital Corp. Completes $30 Million Private Placement

TORONTO, ONTARIO--(Marketwired - Feb. 5, 2016) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Dealnet Capital Corp. ("Dealnet" or the "Company") (TSX VENTURE:DLS) is pleased to announce that it has closed its previously announced private placement financing of subscription receipts ("Subscription Receipts").

Dealnet issued, on a private placement bought deal basis, 54,545,700 Subscription Receipts at a price of $0.55 per Subscription Receipt (the "Offering Price") for gross proceeds of $30 million (the "Offering"). The Offering was led by GMP Securities L.P. ("GMP"), Paradigm Capital Inc., Cormark Securities Inc. and INFOR Financial Inc. (collectively, the "Underwriters").

Michael Hilmer, Dealnet's Chief Executive Officer, commented: "We are very pleased with the support the market has shown in Dealnet and our strategic plan through this Offering. We remain on track to complete our purchase of EcoHome and significantly increase our loan book and organic origination volumes. The combination of EcoHome and One Dealer Financial Services, our current funding brand, is a powerful growth engine for Dealnet."

Each Subscription Receipt entitles the holder to receive upon exchange thereof for no additional consideration, one common share of Dealnet in exchange for each Subscription Receipt upon satisfaction of certain escrow release conditions, including the satisfaction or waiver of all conditions precedent (but for the payment of the purchase price) to the closing by the Company of the acquisition of EcoHome Financial Inc. (the "Acquisition"), provided that the conditions have been satisfied by March 31, 2016. Please refer to Dealnet's press release issued on January 21, 2016 for additional details about the Acquisition.

The Subscription Receipts were issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") among the Company, GMP and Computershare Trust Company of Canada, as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the proceeds of the Offering, net of Offering expenses and 50% of the Underwriters' commission, have been placed in escrow pending delivery of the escrow release notice by the Company.

If the escrow release conditions are satisfied by 5:00 p.m. (Toronto time) on March 31, 2016, the escrowed funds (less the balance of the Underwriters' commission) will be released to the Company. The Company will use such funds towards the cash portion of the purchase price of the Acquisition, and, any remaining proceeds, for Dealnet's future growth as well as for general corporate purposes. In the alternative, if: (i) the Acquisition closing does not occur prior to 5:00 p.m. (Toronto time) on March 31, 2016; (ii) the share purchase agreement for the Acquisition is terminated at an earlier date; or (iii) Dealnet announces that it does not intend to proceed with the Acquisition, the subscription receipt agent and Dealnet will return to holders of Subscription Receipts an amount per Subscription Receipt equal to the Offering Price plus a pro rata share of the interest earned on the escrowed funds, if any, net of any applicable withholding taxes.

Certain directors, officers and employees of Dealnet participated in the Offering and purchased Subscription Receipts for gross proceeds of approximately $1.4 million.

In connection with the Offering, the Underwriters are entitled to a cash commission of $0.033 per Subscription Receipt (except with respect to sales to certain specified purchasers agreed upon by the Company and GMP to a maximum of $1,000,000 (the "President's List") in respect of which the Underwriters are entitled to a cash commission of $0.0165 per Subscription Receipt) and 3,218,200 non-transferable broker warrants ("Broker Warrants"). 50% of the Underwriters' commission was paid and 1,609,100 Broker Warrants were issued on the closing of the Offering and the remaining 50% of the cash commission is payable and 1,609,100 Broker Warrants are issuable on the closing of the Acquisition. Each Broker Warrant is exercisable by the holder for one common share of Dealnet for a period of 18 months following the closing of the Offering at a price of $0.55 per Broker Warrant.

All securities issued in the Offering (including any common shares issued on the exchange of the Subscription Receipts) are subject to a hold period of four months and one day, expiring on June 6, 2016.

The Offering is subject to the final approval of the TSX Venture Exchange.

About Dealnet Capital Corp.

Dealnet is an engagement enabled consumer finance company that is initially focused on home improvement finance solutions including heating ventilation and air conditioning financing and leasing. Dealnet leverages its large scale customer service and engagement technology platform to attract home improvement dealers by providing front and back office services to them resulting in dealer origination growth.

Forward Looking Statements

This release includes forward-looking statements regarding Dealnet, its business, the Acquisition and the Offering. Such statements are based on the current expectations and views of future events of Dealnet's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Forward-looking statements in this release include those related to the Acquisition (including the anticipated completion of the Acquisition), the anticipated benefits of the Acquisition, the anticipated growth in the Company's loan book and originations and the integration of the Acquisition with the Company. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Dealnet, including risks relating to the ability of the Company to satisfy the closing conditions to the Acquisition, challenges in integrating the business and product lines of Dealnet and EcoHome, general risks regarding the consumer finance industry, and many other factors beyond the control of the Company. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Dealnet undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

For additional information please visit www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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