Freeport Capital Inc. (FAS: CNSX) Private Placements and Conversion of Debt
MONTREAL, Aug. 21, 2012 /CNW Telbec/ - Freeport Capital Inc. (the "Company") a leader on Mobile Credit and PIN Debit payment solutions, announces the following:
Completed Private Placements
On June 20 2012, the company announced a financing of $1.2M at $0.60 per share together with ¾ warrant priced at $1.25 exercisable up to 18 months following the first closing, December 21th 2014. Under certain conditions, including if the common shares trade above $1.25; the warrants can be accelerated at the discretion of the Company. The Company reports that the first disbursement of $120,000 has been effected and 200 000 common shares and 150 000 warrants have been issued. On August 16th, 2012, the Company confirmed having received the 2nd and 3rd installment in amount of $160 000 and having issued 266 667 common shares and 200 001 Warrants priced at $1.25 exercisable up to December 21th 2014.
Closing of Vault Acquiring Solutions Inc. Transaction
On July 30th 2012, as part of the Closing of the acquisition of 51% of the interest units of Vault Acquiring Solutions Inc. ("Vault"), 1,000,000 shares were issued to the principal of Vault in consideration for the 51% interest.
Conversion of debt
The company converted $35,000 of capital and $1,345 of interest for a total of $36,345 loaned to the Company prior to April 16th 2012. 145,380 common shares were issued to these outside lenders. There are 145,380 warrants issued relating to these shares, they are exercisable between $0.495 to $1.75 with an expiry date of December 2013 and January 2014.
The Company has also successfully converted $499,984 of capital and $2,646 of accrued interest for a total of $502,630. The aforementioned capital and interest were converted in 1,005,261 common shares of the Company at a price of $0.50 per share. These shares were issued to outside lenders having advanced funds to the Company. 753,946 warrants were also issued as part of the financing and they are priced at $1.25 exercisable until September 30, 2013.
$350,000 of capital was also raised, following the resuming of trading, through the issuance of 700,000 common shares of the Company at $0.50 per share. There are 525,000 warrants issued as part of this financing and they are priced at $1.25 exercisable until September 30, 2013. The issuance of the 1,705,261 shares was part of the April 16th 2012 Press Release.
The Company converted of $1,676,247 of capital and $85,581 of accrued interest for a total of $1,761,828. The aforementioned capital and interest were converted into 7,047,309 common shares of the Company at $0.25 per share. These shares were issued to the McMaster/Clermont group that financed the Company through loans during the cease trade period for a total 7,047,309 common shares. The related 7,047,309 warrants are priced at $0.30 up to March 31, 2013 and at $0.40 for an additional period of 12 months if they are not exercised. This financing was under review by the Autorité des Marchés Financiers ("AMF") and due to a misunderstanding, the aforementioned shares were issued. The AMF has requested that said shares and warrants be cancelled and reissued upon receipt of a written approval to that effect. In relation to the aforementioned conversion, Pierre McMaster and Antoine Clermont are also entitled to 1,000,000 bonus warrants priced at $0.50 plus an additional 880,000 warrants if 4,520,000 warrants at $0.30 which are to be reissued following AMF approval are exercised before March 31, 2013.
Closing of private Placements in July 2012
In July and early August 2012, the Company successfully raised $454,001 through private placements at $0.60 per unit. Each unit includes a common share and ¾ warrant. Each whole warrant is priced at $1.25 expiring eighteen months following the financing. Said private placements were not announced through press release and Form 9's were not posted to CNSX.ca in the timeframe set out in CNSX Policy 6. The defect has now been rectified and placements are compliant and fully exercisable as they respected CNSX policy regarding the price issuance.
On July 13th 2012, the Company issued 80,000 common shares in connection with a private placement which took place in June 2010. Furthermore, in compliance with CNSX policy, on August 9th 2012, the Company posted a Form 9 which covered shares issued between November 2009 and June 2010.
Conversion of related persons' debt
The Company announces that it has successfully converted $489,616 of unpaid remuneration owed to management as related persons of the Company. 1,554,337 common shares were issued at a price of $0.315 based on the discount on the $0.42 confidential price reserve approved by CNSX. 1,165,753 warrants were issued and each warrant is exercisable at a price of $0.50 until August 16th 2014.
Conversion of bona fide consultants' debt
The Company announces that it has successfully converted $ 57,487.50 of legal and accounting fees. 182 500 were issued at a price of $0.315 based on the discount on the $0.42 confidential price reserve approved by CNSX. 136,875 warrants were also issued and each warrant is exercisable at a price of $0.50 until August 16th, 2014.
Payment of commission to persons involved in investor relations activities
The Company announces that is has successfully converted the amount $67,049.88 representing a commission payable to investor relations persons. 212,857 common shares were issued at a price of $0.315 based on the discount on the $0.42 confidential price reserve approved by CNSX. 159,643 warrants were also issued and each warrant is exercisable at a price of $0.50 until August 16th, 2014.
About Freeport Capital Inc.
Freeport Capital Inc. (CNSX: FAS) develops an Enterprise Ready Mobile Payment Platform for the leading OS's (IOS, Android, BB and Windows 7). The Corporation wholly owned subsidiary First Equity Strategy LLC markets itself with the DBA: HybridPay Tech. Visit www.hybridpaytech.com and click on our corporate video presentation http://www.youtube.com/watch?v=XvZHrck2eag&feature=youtu.be
The Canadian National Stock Exchange (CNSX) has not reviewed this news release and does not accept responsibility for its adequacy or accuracy. This news release does not constitute a solicitation to buy or sell any securities in the United States
SOURCE: FREEPORT CAPITAL INC.For further information:
Please visit www.freeportcapitalinc.com or contact Mr. Michele Tasillo 514-394-5200.