/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, March 11, 2013 /CNW/ - Eastern Capital Limited ("ECL") is pleased to announce that on March 8, 2013 it entered into an agreement with Resverlogix Corp. ("RVX") pursuant to which RVX has issued additional 728,640 share purchase warrants to ECL in exchange for an increase of $13.8 million and extension of credit support for a loan previously extended to RVX by Citibank, N.A. ("Citibank"). Each warrant is exercisable at a price of $2.38 for a period of 5 years. The expiry date of the warrants is March 8, 2018.
RVX entered into the initial $25 million loan agreement with Citibank on August 27, 2012. The loan was secured by an irrevocable $25 million standby letter of credit (the "Letter of Credit") arranged by ECL to be maintained until maturity of the loan on August 28, 2017. In connection with the Letter of Credit, RVX agreed to indemnify ECL for all liabilities, costs and expenses arising from any payments made to Citibank under the Letter of Credit and RVX pledged its issued patents and certain tax losses and pools to ECL as security for its obligations under the indemnity. RVX also agreed to pay a guarantee fee to ECL in the amount of 0.03% per annum on the average daily aggregate principal amount of the issued and undrawn Letter of Credit and issued to ECL 1,320,000 share purchase warrants, exercisable at a price of $1.58 for a period of five years.
Pursuant to the agreement entered into on March 8, 2013, Citibank increased the loan amount provided to RVX from $25 million to $38.8 million on the same terms as the initial loan agreement. ECL has also increased the security provided by it to Citibank under the Letter of Credit from $25 million to $38.8 million with corresponding changes made to the indemnity, security and guarantee fee agreements with RVX.
Before giving effect to the transaction, ECL holds 13,200,000 shares of RVX and 1,320,000 share purchase warrants, which, assuming all warrants are exercised, represents approximately 19.2% of the common shares outstanding. After giving effect to the transaction, assuming all warrants are exercised, ECL will hold 15,248,640 shares of RVX representing approximately 19.99% of RVX's issued and outstanding common shares based on shares outstanding as at March 8, 2013. RVX is exempt from formal valuation and minority approval requirements of applicable securities laws on the basis that neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves ECL, exceeds 25% of RVX's market capitalization.
The warrants were acquired for investment purposes only. In the future, ECL or any of its joint actors may, subject to applicable law, acquire or dispose of common shares of RVX depending upon a number of factors, including general market and economic conditions and other available investment opportunities.
SOURCE: Eastern Capital Limited
For further information:
For further information or to obtain a copy of the early warning report, please contact William Sullivan at 345.640.3330.
Eastern Capital Limited
113 South Church Street
PO Box 1994
Grand Cayman, KY1-1104