MONTREAL, QUÉBEC and TORONTO, ONTARIO and PARIS, FRANCE--(Marketwired - Jan. 8, 2014) - Engagement Labs Inc. (TSX VENTURE:EL) is pleased to announce that G Scott Paterson has agreed to join the Board of the Company and assume the role of non-Executive Chairman. In addition, two employee board members, Gilbert Boyer and Daniel Laflèche, have agreed to step down and be replaced by two independent directors, Rob Dickson and James R. Swayze. The Board now consists of seven members including the aforementioned members plus Paul Allard, CEO, Ed King, Adrian Teuscher and Jean-François Pelland. The new additions to the board remain conditional to the approval of the TSX Venture Exchange (the "Exchange").
In addition, the Company announces that it has engaged D & D Securities (the "Agent") to complete a private placement financing on a 'best efforts' basis. The Company has sought price protection from the Exchange with respect to the terms noted herein permitting a financing of between $1 million and $10 million and expects to complete a financing of approximately $2.5 million on or about January 22, 2014. G Scott Paterson has agreed to subscribe for $500,000 of the financing. Messieurs Dickson and Swayze have agreed to subscribe for $80,000 and $40,000 respectively and existing directors, Adrian Teuscher, Ed King and Paul Allard, have agreed to subscribe for $100,000, $50,000 and $25,000 respectively. The Company will issue Units consisting of 6% secured convertible debentures convertible into common shares at $0.35 per share and warrants exercisable at $0.50 per share.
Each Unit is comprised of $1,000 principal amount secured convertible debentures (the "Debentures") and 2,143 common share purchase warrants (the "Debenture Warrants"). The Debentures are convertible into common shares at a conversion price of $0.35 per share at any time until their maturity on December 31, 2016. The Debentures will automatically convert into shares, at a conversion price of $0.35 per share, if the closing price of the Company's shares on the Exchange is equal to or greater than $1.25 per common share for twenty consecutive trading days. Upon the automatic conversion of the Debentures, any accrued and unpaid interest will be paid in cash. Each Debenture Warrant entitles the holder to purchase one common share at an exercise price of $0.50 per share with an expiry date of June 30, 2016. The Company shall have the option to accelerate the expiry date of the Debentures Warrants twenty calendar days after the closing price of the Company's shares on the Exchange has been equal to or greater than $2.00 per share for twenty consecutive trading days.
The Agent will receive a cash commission equal to 2% of gross proceeds from the Units sold and will receive Agent's Units exercisable until December 31, 2015 into that number of Units equal to 2% of the total number of Units issued by the Company. Each Agent's Unit is comprised of convertible debentures and warrants. An additional 2% cash commission or an additional number of Agent Units or a combination thereof could also be payable to any sub-agent.
All Units and underlying securities which may be issued to subscribers under the offering will be subject to a four-month plus one-day hold period from the closing date, pursuant to securities legislation and the policies of the Exchange.
The Board of Directors granted stock options to the new directors as follows: 250,000 for Mr. Paterson and 50,000 for each of Mr. Dixon and Mr. Swayze; all with an exercise price of $.35 per share for a 5 year period. In addition, Mr. Paterson was granted 100,000 Restricted Shares and Mr. Paul Allard, CEO, was granted 500,000 Restricted Shares. The Board also resolved to pay Board remuneration for 2014 in stock in lieu of cash. The Company also agreed to enter into a consulting agreement with Rob Dixon and, upon Exchange approval to issue to him 250,000 common shares of the Company thereunder. As well, the Board resolved to change the Company's fiscal year end to December 31.
Paul Allard, CEO, said "We are delighted to welcome Scott, Rob and James to our Board. In 2013, we launched the initial components of our integrated #esuite™ cloud-based SaaS (software as a service) solution for Brands and Advertising Agencies to optimize their social networking activities and outcomes. 2014 promises to be an exciting year as we will have a much improved balance sheet and additional bench strength in operations and at the Board level from which we can execute our strategy".
G. Scott Paterson
G Scott Paterson serves as Vice Chairman of NeuLion Inc. (TSX:NLN), Chairman of Symbility Solutions (TSX VENTURE:SY) and Director and Chairman of the Audit Committee of Lions Gate Entertainment Corp (NYSE:LGF). He has previously served as Chairman of the Venture Exchange and Vice Chairman of the Toronto Stock Exchange. Mr. Paterson was previously the Chairman & CEO of Yorkton Securities (1998 to 2001) where he led the company to be Canada's leading underwriter of technology, internet and film & television companies raising over $3 billion as lead underwriter and an additional $3 billion as co-managing underwriter. Mr. Paterson serves the community as Governor of Ridley College and as Chairman of the Merry Go Round Children's Foundation which he co-founded in 1998. In addition, Mr. Paterson is an ICD.d (2009) having graduated from the Institute of Corporate Directors at Rotman, University of Toronto.
Rob Dickson has 30 years of business, operations, M&A, legal and board experience. Formerly Managing Director of MDC Partners Inc. (www.mdc-partners.com), he was instrumental in the transformation of MDC Partners into the 10th largest marketing communications firm in the world. Rob now acts a strategic advisor to marcom companies, particularly in the digital space. Rob acted as advisor to the leading advertising/ digital agency John Street in its sale to the WPP Group in March 2013. He currently serves on the Advisory Boards of Makeable LLC and Sarkissian Mason LLC, both New York based digital marketing services firms. Rob is also a trustee and chair of the audit committee of H&R Real Estate Investment Trust (TSX:HR.UN).
Mr. Swayze is CEO of Symbility Solutions Inc. (TSX VENTURE:SY). Before joining Symbility in 2004, Mr. Swayze held Senior Executive positions across North America and Europe with a number of global technology, financial services and insurance leaders. Mr. Swayze co-founded and served as President of Insource Limited, a financial services marketing and product development consulting firm, where he led the company's growth and ultimate acquisition by General Electric Capital in 1997. Mr. Swayze subsequently joined GE Employers Reassurance Canada (GE ERC) as Senior Vice President, Business Development where he was responsible for building the value of its Canadian life insurance division to more than $1 billion. Mr. Swayze then assumed the role of Vice President, Sales and Marketing, North America for GE ERC's parent company, General Electric. Mr. Swayze graduated in 1985 with a Bachelor of Science, Mathematics & Statistics from the University of Western Ontario.
About Engagement Labs Inc.
Engagement Labs offers a cloud-based software-as-a-service ("SaaS") integrated suite of modules, branded #esuite™, supporting the entire social marketing cycle providing a comprehensive solution for brands to coordinate and analyze social media activities across all online channels (social media sites, forums, news and blogs).
Engagement Labs Inc. is listed on the TSXV under the symbol EL.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.