Quinsam Capital Corporation

November 18, 2013 08:30 ET

Quinsam Capital Corporation Announces Closing of Non-Brokered Private Placement for $600,000

TORONTO, ONTARIO--(Marketwired - Nov. 18, 2013) - Quinsam Capital Corporation (CNSX:QCA) ("Quinsam" or the "Company") announces that it has closed the non-brokered private placement financing announced on October 29, 2013 for gross proceeds of $600,000 through the sale of 10,000,000 common shares of the Company ("Shares") at a price of $0.06 per share (the "Offering"). After closing of the offering, Quinsam has a total of 14,570,000 common shares issued and outstanding on a non-diluted basis and 15,020,000 common shares on a fully diluted basis.

Eric Szustak, President of Quinsam said, "We are very pleased with completing a fully-subscribed financing, and look forward to establishing Quinsam as a small cap investment bank."

The proceeds of the Offering will be used to make strategic investments in emerging growth companies and for general working capital purposes. The Shares issued pursuant to the Offering will be subject to a statutory four month and one day hold period.

A total of 6,725,000 Shares of the Offering for gross proceeds of $403,500 were acquired by directors and officers of Quinsam including Shares acquired by persons for accounts over which directors and officers of Quinsam have direction and control (the "Insider Sale"). The Inside Sale was a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Offering was approved by all of the non-interested directors of the Corporation. The interested directors and officers abstained from approval of this matter. The Insider Sale was exempt from the related party valuation and minority securityholder approval requirements of MI 61-101 on the basis that no securities of the Corporation are listed or quoted on any specified markets, such markets specified by MI 61-101 to be the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc., and at the time the transaction was agreed to, neither the fair market value of the securities to be distributed in the transaction nor the consideration to be received for those securities, insofar as the transaction involved interested parties, exceeded $2,500,000.

A total of 5,550,000 Shares of the Offering for gross proceeds of $333,000 were acquired by Roger Dent, the Chief Executive Officer and a director of Quinsam, including Shares acquired by persons for accounts over which Mr. Dent has direction and control. For the purposes of National Instrument 62-103 early warning reporting, Mr. Dent's address is 390 Bay Street, Suite 806, Toronto, ON M5H 2Y2. Prior to the Offering, Mr. Dent owned 100,000 options convertible into Shares ("Options"), and exercised control or direction over 450,000 Shares. As a result of the Offering, Mr. Dent owns or has direction or control over an aggregate total of 6,000,000 Shares on a non-diluted basis (6,100,000 Shares on a diluted basis), representing approximately 41.2% of the outstanding Shares after completion of the Offering (41.6% on diluted basis assuming the Options are exercised). Mr. Dent's acquisition of Shares pursuant to the Offering was for investment purposes, and he may, from time to time, acquire additional securities of Quinsam or dispose of such securities as he deems appropriate.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities will not be registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Quinsam Capital Corporation

Quinsam is a merchant bank based in Canada. Our merchant banking business encompasses a range of activities including acquisitions, advisory services, lending activities and portfolio investments. Quinsam invests its capital in assets, companies or projects which we believe are undervalued and where we have a viable plan for unlocking such value.


This news release contains certain statements that may be deemed "forward-looking statements". Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Quinsam believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of management on the date the statements are made. Quinsam undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, except as required by law.

Contact Information

  • Quinsam Capital Corporation
    Eric Szustak
    (905) 330-7948

    Roger Dent
    (647) 993 5475