Family Memorials Inc.
TSX VENTURE : FAM

Family Memorials Inc.

September 18, 2013 16:16 ET

Family Memorials Announces Proposed Financing

THUNDER BAY, ONTARIO--(Marketwired - Sept. 18, 2013) - Family Memorials Inc. (TSX VENTURE:FAM) ("Family Memorials" or the "Corporation"), is pleased to announce that it has filed, and obtained a receipt for, a preliminary short form prospectus relating to its offering (the "Offering") of a minimum of 3,200 units and a maximum of 4,000 units at a price of $1,002 per Unit, which Units are to be sold on a commercially reasonable efforts basis by Macquarie Private Wealth Inc. ("Macquarie"). Each Unit (a "Unit") consists of (a) one $1,000 principal amount (the "Principal Amount") 12% secured subordinated debenture (the "Debenture"); and (b) 2,000 rights (the "Rights") at a price of $0.001 per Right ($2.00 per Unit). Each Right is automatically convertible for no additional consideration, into one Common Share of the Corporation if the Corporation has not commenced paying a quarterly cash dividend of at least $0.005 per Common Share on or prior to June 1, 2016.

The Debentures will have a maturity date (the "Maturity Date") of the day that is 27 months from the date of the first closing ("First Closing Date") of the sale of Debentures pursuant to the Offering; provided that prior to the Maturity Date, payments towards the Principal Amount will be made quarterly, with the amount of each quarterly payment to equal 15% of the sales of the Corporation, as set forth in the consolidated financial statements of the Corporation filed on SEDAR at www.sedar.com, for each quarter ended March 31, June 30, September 30 and December 31, payable within 60 days after the end of each interim quarter and 120 days after the end of each annual year end, with the first payment to be made on August 29, 2014 for the quarter ended June 30, 2014 and continuing for each quarter thereafter until the Maturity Date, each such quarterly payment to be made on a pro-rata basis to the holders of the Debentures in accordance with the Principal Amount of the Debentures held by such holders. The Debentures will bear interest from the date of issue at an annual rate of 12% calculated and payable quarterly on the Principal Amount outstanding as at March 31, June 30, September 30 and December 31 in each year (each an "Interest Calculation Date") and payable in cash within 30 days of each Interest Calculation Date, commencing with the Interest Calculation Date of December 31, 2013 (on a pro-rated basis from the Closing Date).

Macquarie will be paid a commission, in cash, equal to 10% of the gross proceeds of the Offering. In addition, Macquarie will be granted a non-transferable option to purchase, at an exercise price per share equal to the closing price of the Common Shares on the TSX Venture Exchange on the First Closing Date, for a period of 27 months from the applicable Closing Date, a number of Common Shares equal to 6% of the number of Common Shares that would be issued if all the Principal Amount of the Debentures included in the Units sold under the Offering are converted into Common Shares at the closing price of the Common Shares on the First Closing Date.

The aggregate net proceeds of the Offering will be used to purchase all of the issued shares of Remco Memorials Ltd., as announced in the Corporation's press release of September 10, 2013 and for working capital.

About Family Memorials

The Corporation is a Canadian public company operating in the death care industry retailing monuments and memorials through wholly owned subsidiaries and with agency and sales agreements with funeral homes. The Corporation currently trades on the TSX venture exchange under the symbol "FAM".

Forward-Looking Statements

This news release contains forward-looking statements which relate to the proposed Offering and the proposed acquisition of Remco Memorials Ltd. ("Remco"). These forward-looking statements are subject to risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. The risks include the risk that all regulatory approvals of the Offering and the acquisition of Remco are not obtained and that the Offering and acquisition of Remco may not be successfully closed. The assumptions include market acceptance, acceptance of the terms of the Offering and that all conditions precedent in relation to the acquisition of Remco are met. Reference is also specifically made to the risks and assumptions disclosed in the forward-looking statement made in the Corporation's press release of September 10, 2013 in relation to the proposed acquisition of Remco. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, the Corporation undertakes no obligation to publicly update or revise any forward-looking information.

NEITHER THE 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.

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