Penfold Capital Acquisition IV Corporation

TSX VENTURE : SEL


December 17, 2013 09:30 ET

Penfold Capital Acquisition IV Corporation to Issue Convertible Debentures

TORONTO, ONTARIO--(Marketwired - Dec. 17, 2013) -

NOT FOR DISTRIBUTION TO US WIRE SERVICES

Penfold Capital Acquisition IV Corporation (the "Corporation") (TSX VENTURE:SEL) is pleased to announce that further to its press release dated November 18, 2013, it has agreed to issue, on a non-brokered basis, an aggregate of $4.2 million of Series A 12% convertible Debentures (the "Debentures").

The Debentures shall have the following features:

  • convertible, at the option of the holders, into common shares in the capital of the Corporation at a conversion price of $0.15 per common share;
  • term of 36 months;
  • RRSP, RRIF, RESP, RDSP, TFSA and DPSP eligible; and
  • annual interest rate of 12% payable on a quarterly basis.

The Corporation has retained Foster & Associates Financial Services Inc. ("Foster") to assist the Corporation with the issuance of the Debentures. Foster will be responsible for co-ordinating and organizing all subscription agreements and the issuance of the Debentures to the respective holders. In exchange for their services, Fosters will be paid a fee equal to 0.25% of the aggregate proceeds raised through the issuance of the Debentures.

The Corporation will pay a cash commission equal to 7% of the aggregate value of Debentures to agents. The Corporation will also issue share purchase warrants (each a "Finder Warrant") equal to 7% of the aggregate number of common shares issuable on the conversion of the Debentures. Each Finder Warrant will entitle the holder thereof to acquire one (1) common share, subject to adjustment therein, at an exercise price of $0.15 for a period of 24 months following the Closing Date.

The Corporation shall use the proceeds from the issuance of the Debentures to finance to acquisition of all of the issued and outstanding securities in the capital of Service Results Technology Inc., as detailed in the Corporation's press release dated November 18, 2013 and for general working capital.

The Corporation intends to list the Debentures for trading through the facilities of the TSX Venture Exchange upon the expiration of the statutory four (4) month hold period. The issuance of the Debentures and the Warrants is conditional upon the Corporation receiving the approval of the TSX Venture Exchange.

About Penfold Capital Acquisition IV Corporation

The Corporation, through its wholly owned subsidiary SLM Logistics Corporation, is dedicated to managing consumer and retail store returns and problematic electronics through a product management system. The Corporation manages product warranties, returns from receiving to end-of-life with quality assurance testing, factory servicing, resale through non-traditional channels and recycling of non saleable product to support a closed-loop distribution process. The Corporation is able to recycle the non-saleable returns it receives, thereby allowing customer returns to have a very low environmental impact. Independent Waste Audit Reports, since 2011, show the Corporation is able to achieve a consistent waste diversion rate of over 98.6%. This means brands using the Corporation's processes are able to divert over 98.6% of their product from landfill. The Corporation is currently working on rolling out this product offering to retailers to allow them to capture the environmentally conscious consumer. The Corporation currently operates only in Ontario.

Neither 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.

Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Corporation cautions investors that any forward-looking information provided by the Corporation is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the state of the financial markets for the Corporation's securities; the state of the industry; recent market volatility; the Corporation's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Corporation is unaware of at this time. The Corporation expressly disclaims any obligation to update any forward-looking statements except as may be required by law.

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