MONTREAL, Feb. 19, 2013 /CNW Telbec/ - IOU Financial Inc. ("IOU Financial") (CNSX: IOU) is pleased to announce that it closed on the date hereof
the third tranche of its previously announced $5 million private
placement of class B common shares (the "Class B Shares") and warrants to purchase Class B Shares (the "Warrants", and together with the Class B Shares, collectively the "Units") for total gross proceeds of approximately $1.6 million. The Units were offered to investors at a price of $0.40 per
Philippe Marleau, CEO and director of IOU Financial, is a shareholder in
a company that owns a significant stake in Palos Capital Corporation,
the parent company of Palos Management Inc. ("Palos"), one of IOU Financial's co-lead brokers in the private placement.
Palos will receive 104,534 Warrants in the third tranche of the private
placement as compensation for its services.
The issuance of securities to Palos may be considered a related party
transaction within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special
Transactions. However, this transaction is exempt from the valuation and minority
approval requirements provided under such regulation since the fair
market value of the private placement to such persons is less than 25%
of the market capitalization of IOU Financial. The Board of Directors
of IOU Financial has approved the private placement. Philippe Marleau
declared his interest prior to the approval by the Board of Directors
of IOU Financial and abstained from voting thereon.
When combined with the first and second tranche closings of the private
placement, IOU Financial has closed on total gross proceeds of
approximately $4.7 million. Following today's closing, to respond to
investor demand, IOU Financial intends to proceed with a fourth tranche
closing of its private placement, for estimated gross proceeds of up to
$1.3 million. There can be no assurances that the fourth tranche
closing will be completed in full or at all.
This news release shall not constitute an offer to sell nor the
solicitation of an offer to buy nor shall there be any securities of
IOU Financial offered in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Units will be offered on a
private placement basis in Canada and only to "accredited investors",
as such term is defined under applicable Canadian securities laws.
THE SECURITIES WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT.
Forward Looking Statements
Certain information set forth in this news release may contain
forward-looking statements that involve substantial known and unknown
risks and uncertainties. These forward-looking statements are subject
to numerous risks and uncertainties, certain of which are beyond the
control of IOU Financial including, but not limited to, the impact of
general economic conditions, industry conditions, dependence upon
regulatory and shareholder approvals, the execution of definitive
documentation and the uncertainty of obtaining additional financing.
Readers are cautioned that the assumptions used in the preparation of
such information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements. IOU Financial does
not assume any obligation to update or revise its forward-looking
statements, whether as a result of new information, future events, or
The CNSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release.
SOURCE: IOU FINANCIAL INC.
For further information:
Chief Executive Officer
(514) 789-0694 ext. 225
Chief Financial Officer
(514) 789-0694 ext. 298