/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWS WIRE SERVICES/
TORONTO, Nov. 29, 2013 /CNW/ - Posera - HDX Limited ("Posera - HDX" or the "Company") is pleased to announce that it is in negotiations to complete two separate private placement financings to raise gross proceeds of up to $4.0 million.
Posera-HDX is proposing to complete a private placement of HDX Common Shares ("Share Offering"). Currently, the Share Offering is contemplated to be in respect of a maximum of approximately 5,330,0000 Posera-HDX Common Shares and a minimum of 3,333,333 Posera-HDX Common Shares at a price per share of $0.30, resulting in maximum gross proceeds of $1.6 million. Posera-HDX will pay a finder's fee in respect of a portion of the Share Offering equal to a cash fee of 7.0% plus finders' warrants exercisable for 2 years at $0.30 per Posera-HDX Common Share to acquire shares equal to 10% of the shares issued in the Share Offering for which a cash finder's fee is payable.
In addition to the Share Offering, Posera-HDX is proposing to offer in a brokered private placement up to $2.4 million (principal amount) of unsecured convertible subordinated debentures (the "CD Offering"). Each unsecured convertible subordinated debenture (a "Convertible Debenture") will mature on the third anniversary of its issuance and will pay interest at a rate of 10.25% per annum, payable monthly. Each Convertible Debenture will be convertible into Posera - HDX Common Shares at $0.45 per Posera - HDX Common Share until the second anniversary of its issuance date and at $0.60 per Posera- HDX Common Share thereafter until maturity. The offering price of each Convertible Debenture will be $900 per $1,000 principal amount. Posera-HDX is currently in negotiations in respect of an agency agreement for the CD Offering pursuant to which the agents would receive a cash commission equal to 5.0% of the gross proceeds of the CD Offering.
The Company's Common Shares are listed on the Toronto Stock Exchange (the "TSX") under the symbol "HDX". A portion of the proposed CD Offering is being undertaken to satisfy the cash components of the proposed acquisition by the Company of 100% of the shares of Zomaron Inc. ("Zomaron"). The remainder of the proceeds from the financings are currently primarily targeted to be utilized to (i) increase the working capital position of the Company and (ii) expand its workforce in connection with growing its current business and in order to take advantage of the opportunities presented by the Zomaron acquisition.
Completion of the Offerings is subject to receipt of all necessary regulatory and other approvals, including Toronto Stock Exchange approval.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws an may not be offered or sold within the United States of to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
As announced in April 2013, the Company has signed a letter of intent to acquire Zomaron. Founded in 2008, Zomaron provides credit and debit card processing solutions to Canadian merchants nationwide. Based in London, Ontario, Zomaron has offices in Edmonton AB, Toronto ON, and Montreal QC. Through its nation-wide network of sales representatives and strategic partnerships, Zomaron has experienced rapid growth, doubling its sales annually. Zomaron's exponential growth led it to be ranked on PROFIT magazine's 13th and 14th annual PROFIT HOT 50 ranking released in October 2012 and 2013 issues respectively. Zomaron's solutions and services can also be marketed and deployed in the United States. Additional information on Posera- HDX is available in the financial reports filed by the Company with SEDAR at www.sedar.com and posted to the Investor Relations section of the Company's website at www.hdxsolutions.com.
About the Company
Posera-HDX is in the business of managing merchant transactions with consumers and facilitating payment. The Company develops and deploys touch screen POS system software and associated enterprise management tools and has developed and deployed numerous POS applications. Posera-HDX also provides system hardware integration services, merchant staff training, system installation services, and post sale software and hardware support services.
Posera-HDX leading edge technology also includes prepaid stored value payments solutions, customer self serve kiosks and "line buster" mobile point of sale terminals. These products have been designed to dramatically enhance customer throughput and drastically reduce customer queues. These technologies are especially effective in high foot traffic environments that have limited cash register counter space, limited retail square footage, and the absence of a drive through.
Posera-HDX Limited develops, deploys, and supports a restaurant point-of-sale software know as "Maitre'D" which has been deployed in over 20,000 locations worldwide in eight different languages. The Company sells and services its clients directly, as well as through a network of approximately 113 value added reseller partners in 25 countries with approximately 600 representatives selling, supporting & installing its software. Posera-HDX employs approximately 135 people in offices in Toronto, London, Brantford, Mississauga, Seattle, Montreal, Glasgow (U.K.), Paris (France) and Singapore.
This press release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts, but reflect Posera-HDX's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in the Annual Information Form filed on March 28th, 2013 with the regulatory authorities. Posera-HDX assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
For further information:
Chief Executive Officer
Posera-HDX Limited (HDX)
350 Bay Street, Suite 700
Toronto, Ontario M5H 2S6
(416) 703-6462 ext. 2263