TORONTO, ONTARIO--(Marketwired - Aug. 15, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Quantum International Income Corp. ("QIIC" or the "Company") (TSX VENTURE:QIC.H) is pleased to announce that it has closed the second tranche (the "Second Tranche") of its previously announced private placement offering of subscription receipts ("Subscription Receipts") of QIIC at the price of $0.35 per Subscription Receipt (the "Subscription Price") for gross proceeds of $460,014.80. Together with the first tranche, which closed on August 11, 2014 (the "First Tranche", and together with the Second Tranche, the "Financing"), the Company raised aggregate gross proceeds of $6,454,044.80. Under the terms of the Financing, the Company issued an aggregate of 18,440,128 Subscription Receipts.
The Financing was completed in connection with the previously announced proposed transactions ("Transactions") which, collectively, will constitute a "change of business" (within the meaning of the policies of the TSX Venture Exchange (the "Exchange")) and which would see the Company reactivated and thereby graduate from a listing on the NEX board ("NEX") of the Exchange to a listing on the Exchange as a Tier 2 issuer. Please see the Company's news releases dated June 27, 2014, August 8, 2014 and August 11, 2014.
The gross proceeds of the Financing are currently being held in escrow (the "Escrowed Funds") pending the satisfaction of certain release conditions (the "Release Conditions"). The Release Conditions primarily include the completion of the proposed Transactions. Completion of the proposed Transactions is subject to, among other things, receipt of all necessary regulatory approvals and approval of the shareholders of QIIC, which approval is expected to be satisfied through receipt by QIIC of written consent resolutions from holders of common shares of QIIC representing not less than 50.1% of those issued and outstanding. There can be no assurance that the proposed Transactions will be completed as proposed, or at all.
It is expected the Release Conditions will be satisfied and that the Transactions will be completed prior to August 29, 2014 (the "Release Deadline"). Upon the satisfaction of the Release Conditions prior to the Release Deadline, each Subscription Receipt will automatically convert into one common share in the capital of QIIC with no further action required on the part of the holder. If the Release Conditions are not satisfied on or prior to the Release Deadline, the Subscription Receipts will be cancelled and the holders thereof will be entitled to an amount equal to the Subscription Price per Subscription Receipt held, being the original purchase price per Subscription Receipt, plus a pro rata share of interest actually earned thereon, less applicable withholding taxes, if any.
In connection with the Second Tranche and upon satisfaction of the Escrow Release Conditions, certain finders will receive cash commission and options (the "Compensation Options") to purchase that number of common shares of QIIC equal to 5.5% of the number of Subscription Receipts sold pursuant to the Brokered Offering at an exercise price equal to the Subscription Price at any time prior to the date that is 24 months from the date of issuance.
The Subscription Receipts from the Second Tranche are subject to a hold period until December 16, 2014. Any Compensation Options issued to certain finders will be subject to a four-month hold period following issuance.
Investors are cautioned that, except as disclosed in the filing statement to be prepared and filed by QIIC in connection with the Transactions (the "Filing Statement"), any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of QIIC should be considered highly speculative.
QIIC intends to seek opportunities to acquire and grow businesses in order to generate stable distributions for its shareholders, as well as to achieve overall capital appreciation. The Company will seek to acquire operating businesses with a proven track record, an opportunity for growth and whose management wishes to continue to operate the business going forward. The Company's acquisition approach will be to grow through the acquisition of "platform" businesses that are consistent with its business strategy and acquisition criteria and then to continue to build revenues and earnings within these businesses. Potential acquisition targets may be private or public companies in a variety of industries, thereby allowing for diversification. Acquisition of all or a majority of the ownership of each such business is preferred. Value will be created by seeking out high growth, high margin opportunities where the acquired businesses can maintain and develop the deep knowledge, expertise and understanding of their customers' needs required to deliver superior service and command higher pricing and margins than the competition.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements and forward-looking information (collectively, "Forward-Looking Statements") and QIIC cautions investors about important factors that could cause QIIC's actual results to differ materially from those expressed, implied or projected in any Forward-Looking Statements included in this press release. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "may", "could", "believes", "estimates", "intends", "plans", "forecast", "projection" and "outlook") are not historical facts and may be Forward-Looking Statements that involve projections, estimates, assumptions, known and unknown risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such Forward-Looking Statements or otherwise materially inaccurate. No assurance can be given that these expectations or assumptions will prove to be correct and such Forward-Looking Statements included in this press release should not be unduly relied upon. These Forward-Looking Statements speak only as of management's beliefs and expectations as of the date of this press release. In addition, this press release may contain Forward-Looking Statements drawn from or attributed to third party sources. Accordingly, any such statements are qualified in their entirety by reference to the information discussed throughout this press release.
In particular, this press release contains Forward-Looking Statements regarding anticipated future financial, structural, growth and operating performance of QIIC, including as it pertains to the current acquisitions set out in this press release and the deployment of capital into new acquisitions. These Forward-Looking Statements reflect the current beliefs of management with respect to, among other things, the completion of the current transactions and acquisitions set out in this press release, the completion of related financing of the acquisitions, qualifying as an "investment issuer" for Exchange purposes, and other future events. Actual results may differ materially due to a number of risks and uncertainties faced by QIIC, including, but not limited to: general economic and business conditions; global financial conditions; the failure of QIIC to identify acquisition targets or complete announced acquisitions; third parties honouring their contractual obligations with QIIC and its subsidiaries; relationships with operating and/or joint venture partners; inaccuracy, incompleteness or omissions in any of the financial and other information upon which management bases its analysis of potential acquisitions; the failure to realize the anticipated benefits of QIIC's current and future acquisitions; factors relating to the healthcare industry, including reliance on third-party payors for revenue; licensing, certification and accreditation risk; healthcare regulatory requirements; dependence on physician relationships; litigation, professional liability claims; insurance coverage limitations and uninsured risks; dependence on key personnel at the QIIC and operations level; competition from other healthcare providers; factors relating to the media content generation and distribution industry, including ability to deliver services in a timely manner; changes in technology, consumer markets or demand for media services; changes in federal, provincial and foreign content laws and regulations; dependence on third party content producers; competition for, among other things, capital, equipment and skilled personnel; the inability to generate sufficient cash flow from operations to meet future obligations; the inability to obtain required debt and/or equity financing for future acquisitions on suitable terms; competition for acquisition targets; seasonality and fluctuations in results; and limited diversification of QIIC's business industries, structures and operations.
QIIC cautions that the list and description of Forward-Looking Statements, risks, assumptions and uncertainties set out above is not exhaustive. All Forward-Looking Statements contained in this press release are qualified by these cautionary statements. QIIC assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason, other than as required by applicable securities laws.
Unless otherwise specified in this press release, information contained in this press release is current as of the date of this press release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. Additional information on these and other factors that could affect the operations or financial results of QIIC and its subsidiaries are included in disclosure documents filed by QIIC with the securities regulatory authorities, available under QIIC's profile on SEDAR at www.sedar.com.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.
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.