VendTek investor F3 Capital acquires $1M debenture
2015-10-08 09:36 MT - News Release
Mr. Felipe Ayres of F3 reports
F3 CAPITAL PARTNERS LTD. ACQUIRES DEBENTURE OF VENDTEK SYSTEMS INC.
On Sept. 2, 2015, F3 Capital Partners Ltd. purchased from VendTek Systems Inc. a $1-million secured convertible debenture with a term of three years, at an annual interest rate of 12 per cent. The second convertible debenture has a conversion price of 10 cents per common share of VendTek.
The acquisition of the second convertible debenture represents an acquisition of approximately 37.39 per cent of the total issued and outstanding common shares (assuming conversion of the second convertible debenture into common shares).
F3, together with the insiders of F3, now owns and controls the second convertible debenture, a total of 6,301,064 common shares, 6,300,064 share purchase warrants of VendTek and a $350,000 secured convertible debenture of VendTek with a term of three years, at an annual interest rate of 1 per cent. These numbers include 358,142 common shares and 357,142 warrants owned and/or controlled by Rodrigo Ayres, a director and the chief operating officer of F3, and 528,571 common shares and 528,571 warrants held by Felipe Ayres, a director and the chief executive officer of F3.
Upon the exercise of the warrants and the conversion of debentures (assuming the convertible debenture is converted in the first year of its term), F3 will hold approximately 65.52 per cent of the total issued and outstanding common shares (67 per cent including the common shares held by insiders of F3).
The securities will be held for investment purposes, and F3, together with any joint actors, may acquire additional securities of VendTek or dispose of their holdings of VendTek securities, in accordance with applicable securities laws as investment conditions warrant.
The second convertible debenture was issued in reliance of the accredited investor exemption set forth in Section 2.3 of National Instrument 45-106, Prospectus and Registration Exemptions.
The early warning report for F3 will be filed on VendTek's SEDAR profile, and a copy can be obtained from Felipe Ayres, chief executive officer, at 1-403-463-1188.
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