F3 Capital Partners Ltd.

January 19, 2015 11:16 ET

F3 Capital Partners Ltd. Acquires Common Shares of VendTek Systems Inc.

CALGARY, ALBERTA--(Marketwired - Jan. 19, 2015) -

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F3 Capital Partners Ltd. ("F3") has directly acquired ownership and control of an aggregate of 14,288,179 units of VendTek Systems Inc. ("VendTek") at a price of Cdn.$0.0105 per unit. Each unit consists of one common share (a "Common Share") of VendTek and one Common Share purchase warrant (a "Warrant", which, together with a Common Share, comprises a "Unit"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of Cdn.$0.05 for a period of three years following January 15, 2014.

The acquisition of the Common Shares and Warrants, assuming the exercise of the Warrants into Common Shares, represents an acquisition of approximately 33% of the total issued and outstanding Common Shares.

F3 now owns and controls an aggregate of 14,289,129 Common Shares and 14,288,129 Warrants, representing approximately 33% of the total issued and outstanding Common Shares, assuming the exercise of the Warrants. This number includes 1,000 Common Shares owned and controlled by Rodrigo Ayres, a director and the Chief Operating Officer of F3.

F3 acquired the Common Shares and Warrants by way of a distribution from VendTek. The Common Shares will be held for investment purposes, and F3, together with any joint actors, may acquire further Common Shares, or dispose of their holdings of Common Shares, in accordance with applicable securities laws as investment conditions warrant.

F3 has entered into an agreement with VendTek to purchase Cnd.$350,000 of secured convertible debentures of VendTek (the "Convertible Debentures") with a term of three years and an annual interest rate of 1.0%. The Convertible Debentures will have a conversion price of Cnd.$0.05 per Common Share in the first year of their term and Cnd.$0.10 in the remainder of their term.

Concurrently with the acquisition of the Convertible Debentures, if completed, F3 will acquire an additional 7,000,000 share purchase warrants, each entitling the holder thereof to acquire one Common Share at a price of Cdn.$0.05.

The Units were issued in reliance of the accredited investor exemption set forth in Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.

The early warning report for F3 will be filed on VendTek's SEDAR profile at www.sedar.com and a copy can be obtained from Felipe Ayres, Chief Executive Officer at +1 (403) 463-1188.

Disclaimers

Forward Looking Statements

Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "if", "intend", "estimate", "propose" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, the terms of any potential transaction between F3 and VendTek, or timing or completion of any such transactions and matters related or incidental thereto. No assurance can be given that any further transactions will be agreed to or completed between F3 and VendTek. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although F3 believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because F3 can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the availability of requisite financing, timely receipt of any required regulatory approvals and shareholder approvals, if any. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.

Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated and described in the forward-looking information. The forward-looking information contained in this press release is made as of the date hereof and F3 undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.

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Contact Information

  • Felipe Ayres
    Chief Executive Officer
    F3 Capital Partners Ltd.
    #700, 138 4 Avenue S.E.
    Calgary, Alberta
    T2G 4Z6