Essex Angel Capital Inc.

October 31, 2011 10:13 ET

Essex Angel Capital Inc. Announces Private Placement and Further Investment in Wellness Indicators, Inc.

TORONTO, ONTARIO--(Marketwire - Oct. 31, 2011) -


Essex Angel Capital Inc. (TSX VENTURE:EXC) (the "Corporation") is pleased to announce a non-brokered private placement (the "Private Placement") of up to 9,090,910 common shares in the capital of the Corporation (the "Common Shares") at a price of $0.11 per share for gross proceeds of up to $1,000,000. The Common Shares will be subject to a four month hold period in accordance with applicable Canadian securities laws. The Private Placement is subject to the approval of the TSX Venture Exchange. The net proceeds of the Private Placement will be used to identify, evaluate and fund investments and for working capital and general corporate purposes. The Private Placement is scheduled to close on or about November 30, 2011.

Corporate officers of Essex Angel Capital Inc. will be making individual investments in the Private Placement. Richard Galdi, Chief Executive Officer, and Michael Labiak, Chief Operations Officer, will be purchasing 100,000 shares each, and Julian Hawkins, Chief Financial Officer, will be purchasing 50,000 shares. "This is a strategic time to invest in early stage companies. An investment in Essex allows investors exposure to private equity investments in early stage high growth companies, while affording investors the liquidity of common stock traded daily on an international stock exchange," stated Richard Galdi, CEO, Essex Angel Capital Inc.

The proposed purchases of Common Shares by Messrs. Galdi, Labiak and Hawking are related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Holder in Special Transactions ("MI 61-101") and are exempt from the formal valuation and minority approval requirements of MI 61-101 pursuant to subsections 5.5(b) and 5.7(b) of MI 61-101.

The Corporation is also pleased to announce that it committed to purchase one unit (the "Unit") of Wellness Indicators, Inc. ("Wellness"). The Unit consists of US$200,000 principal amount of 6.0% subordinated secured debentures (the "Debentures") and 40,000 warrants entitling the Corporation, for seven years following the issuance date thereof, 40,000 common shares of Wellness at a price of US$5.00 per share. "We proudly support and look forward to the commercial product launch of the Wellness Indicators Health Equater™ Assessment Profile in first quarter, 2012", said Galdi.

The purchase by the Corporation of the Debentures will add to its existing holdings in Wellness consisting of US$1,000,000 aggregate amount of 6.0% subordinated secured convertible debentures, convertible in whole or in part, into common shares of Wellness (the "Wellness Shares") at a conversion price of US$3.25 per share and warrants entitling the Corporation to acquire 170,221 Wellness Shares at a price of US$3.25 per share.

This news release does not constitute an offer to sell or solicitation of an offer to sell any of the Common Shares in the United States. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This press release contains certain forward-looking statements about the Corporation's future plans and intentions. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect Management's current beliefs and are based on information currently available to management as at the date hereof. Forward-looking statements included or incorporated by reference in this press release include statements with respect to proposed terms of, and the intended use of proceeds of, the Private Placement, the purchase of the Debentures by the Corporation and the proposed purchase of the Common Shares by Messrs. Galdi, Labiak and Hawkins.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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

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