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CALGARY, Feb. 9, 2015 /CNW/ - On February 5, 2015, F3 Capital Partners Ltd. ("F3") directly acquired ownership and control of a secured $350,000 convertible debenture (the "Debenture") of VendTek Systems Inc. ("VendTek"), and 7,000,000 common share purchase warrants (the "Warrants").
Each Warrant entitles the holder thereof to acquire one common share of VendTek (a "Common Share") at a price of Cdn.$0.05 for a period of three years following February 5, 2015. The Debenture has a three year term, bears interest at 1% per annum and is convertible into Common Shares with a conversion price of Cdn.$0.05 per Common Share in the first year of the term of the Debenture and Cdn.$0.10 per Common Share in the remainder of the term of the Debenture.
The acquisition of the Debenture and Warrants, assuming the conversion of the Debenture and exercise of the Warrants into Common Shares, represents an acquisition of approximately 16% of the total issued and outstanding Common Shares (assuming conversion of the principal amount of the Debenture in the first year of its term).
F3 now owns and controls an aggregate of 14,289,179 Common Shares, 21,288,179 Warrants and the Debenture, representing approximately 42% of the total issued and outstanding Common Shares of VendTek, assuming the exercise of the Warrants and the conversion of the principal amount of the Debenture in the first year of its term.
F3 acquired the Debenture at a price of Cdn.$350,000 and the Warrants for nil or nominal consideration, by way of a distribution from VendTek.
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 Debenture and Warrants were 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 at www.sedar.com and a copy can be obtained from Felipe Ayres, Chief Executive Officer at +1 (403) 463-1188.
Forward Looking Statements
Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "if", "may", "estimate", "propose" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, the terms of any potential transaction between F3 and VendTek, or timing or completion of any such transactions and matters related or incidental thereto. No assurance can be given that any further transactions will be agreed to or completed between F3 and VendTek. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although F3 believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because F3 can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the availability of requisite financing, timely receipt of any required regulatory approvals and shareholder approvals, if any. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated and described in the forward-looking information. The forward-looking information contained in this press release is made as of the date hereof and F3 undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
NEITHER THE 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 PRESS RELEASE.
SOURCE F3 Capital Partners Ltd.
For further information: Felipe Ayres, Chief Executive Officer, F3 Capital Partners Ltd., #700, 138 4 Avenue S.E., Calgary, Alberta, T2G 4Z6