TORONTO, ONTARIO--(Marketwired - March 14, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRES
Quantum International Income Corp. (formerly E.G. Capital Inc.) ("Quantum" or the "Company") (TSX VENTURE:QIC.H) is pleased to announce further details regarding its previously announced non-brokered private placement (the "Private Placement") to raise gross proceeds of $1,160,000. The Company plans to: (i) raise gross proceeds of $1,060,000 through the issuance of units ("Units") comprised of one common share in the capital of the Company ("Unit Shares") and one common share purchase warrant ("Warrants") at a price of $0.05 per Unit; and (ii) to raise additional gross proceeds of $100,000 through the issuance of subscription receipts ("Subscription Receipts") at a deemed price of $0.05 per Subscription Receipt. In consideration for the issuance of the Subscription Receipts, the Company has determined to accept non-cash consideration in the form of common shares of Portex Minerals Inc. ("Portex"), a corporation existing under the laws of Ontario, at a deemed value of $0.05 per Portex common share. Portex operates at arm's length to the Company. Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.10 per common share for a period of 12 months after the date of the issue of the Warrants.
Each Subscription Receipt will entitle the holder thereof, upon the making of a payment in cash (the "Subsequent Cash Payment") within 30 days of the issuance of the Subscription Receipts to convert all but not less than all the Subscription Receipts held by such holder into Units on the basis of one Unit for every Subscription Receipt. The aggregate amount required to be paid to the Company by the holder of Subscription Receipts shall be equal to $0.05 per Unit issuable thereunder. Under the terms of the Subscription Receipts, in such event the Company will be required to return the Portex common shares then held by the Company back to such holder. In the event a holder of Subscription Receipts does not make the appropriate cash payment within 30 days of the issuance of the Subscription Receipts, such Subscription Receipts expire and will be of no further value, with no Units to be issuable upon such expiry and the Company will be entitled to retain the applicable Portex common shares outright, for no additional consideration.
The Unit Shares, Warrants and Subscription Receipts issued pursuant to the Private Placement will be subject to a four month hold period in Canada. Completion of the Private Placement is subject to standard closing conditions, including the approval of the NEX board of TSX Venture Exchange Inc. (the "TSXV").
Quantum International Income Corp. 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 investment 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.
Note Regarding Forward Looking Information
Certain information in this news release constitutes forward-looking information under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking information. Forward-looking information is often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions. Forward-looking information in this news release include, but are not limited to, information with respect to the completion of the Private Placement and related transactions. Forward-looking information necessarily involve known and unknown risks, including, without limitation, risks that required regulatory approval are not obtained on terms satisfactory to the parties and required conditions are not met; risks that other conditions to the completion of the Private Placement are not satisfied; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; the ability of Quantum to implement its proposed corporate strategy; competition; currency and interest rate fluctuations; and other risks. Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking information in this news release is based on certain key expectations and assumptions made by Quantum, including expectations and assumptions concerning timing of receipt of required shareholder and regulatory approvals and the satisfaction of other conditions to the completion of the Transaction. Forward-looking information contained in this news release is expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date hereof and Quantum undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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.