Essex Angel Capital Inc.

January 23, 2012 17:34 ET

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

WINDSOR, ONTARIO--(Marketwire - Jan. 23, 2012) -


Essex Angel Capital Inc. (TSX VENTURE:EXC) (the "Corporation") is pleased to announce a non-brokered private placement (the "Private Placement") of up to 10,000,000 Units in the capital of the Corporation (the "Units") at a price of $0.05 per Unit for gross proceeds of up to $500,000. Each Unit consists of one common share in the capital of the Corporation (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.10 at any time prior to 5:00 p.m. (Toronto time) on the day that is 18 months from the closing date of the Private Placement. The Common Shares and the Warrants 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 Corporation may pay finder's fees in connection with the Private Placement of up to 10%. The Private Placement is scheduled to close on or about February 16, 2012.

The Corporation is also pleased to announce that it acquired on January 20, 2012 one unit (the "Unit") of Wellness Indicators, Inc. ("Wellness"). The Unit consists of US$100,000 principal amount of 8.0% subordinated secured debentures (the "Debentures") and 100,000 warrants entitling the Corporation, for seven years following the issuance date thereof, to purchase 100,000 common shares of Wellness at a price of US$3.50 per share. The Debentures mature on the date that is the earlier of: (i) October 20, 2012; and (ii) the date on which Wellness closes an offering of US$3,000,000 principal amount of subordinated securities debentures (the "Maturity Date"). Wellness has the right to extend the Maturity Date for a period of nine months, in which case the Debentures will carry an interest rate of 10% for such nine-month period.

The purchase by the Corporation of the Debentures added 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

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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