F3 Capital Partners Ltd.

October 08, 2015 11:27 ET

F3 Capital Partners Ltd. Acquires Debenture of VendTek Systems Inc.

CALGARY, ALBERTA--(Marketwired - Oct. 8, 2015) -

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On September 2, 2015, F3 Capital Partners Ltd. ("F3") purchased from VendTek Systems Inc. ("VendTek") a Cdn$1,000,000 secured convertible debenture with a term of three years, at an annual interest rate of 12.0% (the "Second Convertible Debenture"). The Second Convertible Debenture has a conversion price of Cdn$0.10 per common share of VendTek ("Common Share").

The acquisition of the Second Convertible Debenture represents an acquisition of approximately 37.39% of the total issued and outstanding Common Shares (assuming conversion of the Second Convertible Debenture into Common Shares).

F3, together with the insiders of F3, now owns and controls the Second Convertible Debenture, an aggregate of 6,301,064 Common Shares, 6,300,064 share purchase warrants of VendTek ("Warrants") and a Cdn$350,000 secured convertible debenture of VendTek with a term of three years, at an annual interest rate of 1.0% (the "Convertible Debenture" together with the Second Convertible Debenture, the "Debentures"). These numbers include 358,142 Common Shares and 357,142 Warrants owned and/or controlled by Rodrigo Ayres, a director and the Chief Operating Officer of F3 and 528,571 Common Shares and 528,571 Warrants held by Felipe Ayres, a director and the Chief Executive Officer of F3.

Upon the exercise of the Warrants and the conversion of Debentures (assuming the Convertible Debenture is converted in the first year of its term), F3 will hold approximately 65.52% of the total issued and outstanding Common Shares (67% including the Common Shares held by insiders of F3).

The securities will be held for investment purposes, and F3, together with any joint actors, may acquire additional securities of VendTek, or dispose of their holdings of VendTek securities, in accordance with applicable securities laws as investment conditions warrant.

The Second Convertible Debenture was 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", "may", "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 - 4th Avenue SE
    Calgary, Alberta T2G 4Z6