TORONTO, ONTARIO– (VIA Marketwire – April 2, 2012) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Further to its press releases dated January 23, 2012 and March 19, 2012, Essex Angel Capital Inc. (TSX VENTURE:EXC) (the “Corporation”) is pleased to announce the closing of the second and final tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Private Placement”). The Private Placement was fully subscribed for and consisted of the sale of 10,000,000 units in the capital of the Corporation (the “Units”) at a price of $0.05 per Unit for gross proceeds of $500,000. Each Unit consists of one common share in the capital of the Corporation (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.10 at any time prior to 5:00 p.m. (Toronto time) on the day that is 18 months from the closing date of the applicable tranche of the Private Placement. The Corporation issued on March 30, 2012 5,400,000 Units for gross proceeds of $270,000. The Corporation paid $13,000 as a finder’s fee and issued 260,000 finder’s compensation options to Wolverton Securities Ltd. Each compensation option is exercisable to acquire one Common Share at a price of $0.10 for a period of 18 months from the date hereof. The Common Shares, the Warrants and the Warrant Shares issuable on exercise of the Warrants will be subject to a four month and one day hold period in accordance with applicable Canadian securities laws. The closing of the Second Tranche is subject to the final approval of the TSX Venture Exchange. The net proceeds will be used to identify, evaluate and fund investments and for working capital and general corporate purposes.
The Corporation is also pleased to announce that it acquired on March 23, 2012 four units (the “Wellness Units”) of Wellness Indicators, Inc. (“Wellness”). The Wellness Units consist of US$100,000 principal amount of 8.0% subordinated secured debentures (the “Debentures”) and 100,000 warrants (“Wellness Warrants”) entitling the Corporation, for seven years following the issuance date thereof, to purchase 100,000 common shares of Wellness (“Wellness Shares”) at a price of US$3.50 per share. The Debentures mature on the date that is the earlier of: (i) December 23, 2012; and (ii) the date on which Wellness closes an offering of US$3,000,000 principal amount of subordinated securities debentures (the “Maturity Date”). Wellness has the right to extend the Maturity Date for a period of nine months, in which case the Debentures will carry an interest rate of 10% for such nine-month period and the Corporation will receive an additional 100,000 Wellness Warrants.
The purchase by the Corporation of the Wellness Units added to existing holdings in Wellness consisting of US$100,000 principal amount of Debentures maturing October 20, 2012 and 100,000 Wellness Warrants, exercisable at a price of $3.50 per share, as well as US$1,000,000 aggregate amount of 6.0% subordinated secured convertible debentures, convertible in whole or in part, into Wellness Shares at a conversion price of US$3.25 per share and warrants entitling the Corporation to acquire 170,221 Wellness Shares at a price of US$3.25 per share.
An Insider of the Corporation, namely, Richard Galdi, Chief Executive Officer, subscribed under the Second Tranche for 200,000 Units. Richard Galdi is a related party within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Consequently, the participation of the Mr. Galdi in the Private Placement constitutes a Related Party Transaction within the meaning of MI 61-101 requiring the Corporation, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the Related Party Transaction. The Corporation has determined that exemptions are available from the: (i) formal valuation requirements under MI 61-101, specifically under Section 5.5(c), which provides an exemption for a distributions of securities of an issuer to a related party for cash consideration in certain prescribed circumstances; and (ii) disinterested shareholder approval requirements under MI 61-101, specifically under the corresponding provision of Section 5.7(b).
This news release does not constitute an offer to sell or solicitation of an offer to sell any of the Common Shares in the United States. The Common Shares have not been and 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 a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains certain forward-looking statements about the Corporation’s future plans and intentions. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect Management’s current beliefs and are based on information currently available to management as at the date hereof. Forward-looking statements included or incorporated by reference in this press release include statements with respect to the intended use of proceeds of the Private Placement.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.