VersaPay Corporation

TSX VENTURE : VPY


VersaPay Corporation

February 04, 2014 11:12 ET

VersaPay Closes $5 Million Bought Deal Financing

TORONTO, ONTARIO--(Marketwired - Feb. 4, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA

VersaPay Corporation (TSX VENTURE:VPY) ("VersaPay" or the "Company"), a leading provider of cloud-based payment solutions, is pleased to announce that it has closed its previously announced bought-deal private placement (the "Offering") for gross proceeds of $5,000,400.

A syndicate of underwriters (the "Underwriters") led by Mackie Research Capital Corporation and including Paradigm Capital Inc. completed the private placement offering of 4,167,000 units of the Company ("Units") at a price of $1.20 per Unit (the "Issue Price"). Each Unit is comprised of one common share of the Company (each, a "Common Share") and one-half (1/2) of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will be exercisable to acquire an additional Common Share (each, a "Warrant Share") at an exercise price of $1.50 per Warrant Share for a period of 24 months following the closing of the Offering.

In consideration for their services, the Underwriters were paid a cash commission of $350,028 and received 291,690 compensation options (the "Compensation Options"). Each Compensation Option is exercisable to acquire one Unit at the Issue Price for a period of 24 months from closing of the Offering.

The Underwriters have the option to purchase up to an additional 625,050 Units exercisable at any time on or prior to March 6, 2014.

The Offering remains subject to final approval of the TSX Venture Exchange. All securities issued and issuable in connection with the Offering are subject to a statutory hold period expiring on June 5, 2014.

VersaPay anticipates using the proceeds from the Offering to fund the growth of its eInvoice Solutions product and for general corporate and working capital purposes.

These securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, transferred or delivered, directly or indirectly, within the United States or to or on behalf of a U.S. person (as defined in Regulation S under the US Securities Act). Resales of these securities acquired by any U.S. person in the secondary market may be made only pursuant to Rule 904 under Regulation S, or pursuant to another exemption from the registration requirements of the US Securities Act.

About VersaPay

VersaPay is a financial technology company that delivers payment solutions for businesses. Serving more than 2,500 customers, VersaPay, together with its partners, provides the hardware, technology, infrastructure and support services to enable businesses of all types to accept and process electronic payments. In addition, the Company's cloud-based invoice presentment and payment platform facilitates the efficient exchange of documents and payments between suppliers and customers. VersaPay is headquartered in Toronto, Canada and has operations in Montreal and New York. More information about VersaPay can be found at www.versapay.com.

Forward Looking and Other Cautionary Statements

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks relating to the speculative nature of the Company's business, the Company's formative stage of development and the Company's financial position. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward looking statements if these beliefs, estimates and opinions or other circumstances should change.

Investors are cautioned against attributing undue certainty to forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, risks related to following: the Company's financial position and the potential need for future financings, the ability of the Company to maintain its relationship with its strategic partner for payment processing, the efforts and abilities of the senior management team, the ability of the Company to attract and retain skilled management, competition in the payment processing industry, and the Company's ability to respond to technological change and protect its intellectual property rights.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. There can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

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.

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