TORONTO, ONTARIO--(Marketwire - Oct. 7, 2011) - Privinvest Offshore SAL (Holding) ("Privinvest") entered into a subscription agreement with VendTek Systems Inc. ("VendTek") pursuant to which Privinvest has agreed to purchase by way of private placement in reliance on the minimum amount investment exemption (the "Offering") 3,333,333 units of Vendtek (each, a "Unit") at an issue price of $0.60 per Unit, representing aggregate gross proceeds to VendTek of $2 million. Each Unit is comprised of one common share in the capital of VendTek (the "Common Shares") and one-half of one common share purchase warrant of VendTek (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.75 per share, subject to adjustment, for a period of three years from the date of closing.
Assuming the completion of the Offering, no other Units being issued prior to or concurrently with the Offering and no disposition of any Common Shares or other securities of VendTek currently held by Privinvest, as a result of the Offering Privinvest will own and exercise control over an aggregate of 15,453,833 Common Shares(1), $750,000 principal amount of Debentures and 2,251,666 Warrants, representing approximately 33.73% of the issued and outstanding Common Shares (assuming the conversion of $750,000 principal amount of Debentures at a price of $0.64 per share and the exercise of all of the Warrants).
Privinvest is acquiring the Units for investment purposes only. Privinvest will hold the Common Shares, Debentures and Warrants for investment purposes only. Depending on market and other conditions, Privinvest may from time to time in the future increase or decrease its ownership, control or direction over, or exercise its current rights to acquire, the Common Shares or other securities of VendTek, through market transactions, private agreements or otherwise.
(1) 108,000 Common Shares are registered in the name of Privinvest Holding SAL, an entity that is under common ownership and control with Privinvest.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information:
Maitre MAROUN HADDAD
157 Marfaa - Rue 73, Saad Zaghloul Street, Solidere
Beirut, Lebanon, 2012 7306
Tel: 00961 3 684600
Fax: 00961 4 860614