Disclosure NewswireTMiCrowdNewswire - Aug 18, 2016
Toronto, Ontario – EQ Inc. (TSXV: EQ) (the “Corporation”) announced today that, subject to final TSX Venture Exchange (“TSX-V”) approval, it has completed the first tranche of a debt financing, the terms of which were previously announced on June 22, 2016. Pursuant to this first tranche closing, the Corporation issued $1,155,000 non-convertible secured promissory notes (the “New Promissory Notes”). The New Promissory Notes will accrue interest at a rate of 8% per annum, calculated annually, and will be due eighteen months from the date of issuance.
In connection with the issuance of the New Promissory Notes, the lenders received seven non-transferable warrants (the “New Bonus Warrants”) for each dollar of principal amount of New Promissory Notes, with each New Bonus Warrant being exercisable for a period of eighteen months from the date of issuance for one common share of the Corporation (a “Common Share”) at an exercise price of $0.08 per Common Share. All Common Shares will be subject to a four month hold period from the date of issuance in accordance with applicable securities law.
The Corporation also extended the maturity dates of $1,174,582 of the outstanding 8% secured promissory notes of the Corporation (the “Existing Promissory Notes”), from November 25, 2016 to eighteen months from the date of issuance of the New Promissory Notes.
When the Existing Promissory Notes were issued by the Corporation in November 2015, the lenders received seven non-transferable warrants (the “Existing Bonus Warrants”) for each dollar of principal amount of Existing Promissory Notes, with each Existing Bonus Warrant being exercisable for a period of twelve months from the date of issuance for one Common Share at an exercise price of $0.10 per Common Share. In connection with the above-mentioned extension of $1,174,582 of the Existing Promissory Notes, the Corporation cancelled the Existing Bonus Warrants that were previously issued (and outstanding) in connection with that particular portion of the Existing Promissory Notes that had their maturity dates extended, and replaced those cancelled Existing Bonus Warrants with New Bonus Warrants on a one-for-one basis.
An aggregate of $400,000 of the New Promissory Notes were purchased by certain non-arm’s length lenders, being Vernon Lobo, the Chairman and a director of the Corporation, Geoffrey Rotstein, the President, Chief Executive Officer and a director of the Corporation, and Dilshan Kathriarachchi, the Chief Technology Officer of the Corporation.
The Corporation expects to use the proceeds from the issuance of the New Promissory Notes to execute its business plan and for working capital requirements.
The issuance of the New Promissory Notes and the New Bonus Warrants constitutes a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Holders in Special Transactions (“MI 61-101”). The Corporation is relying, however, on an exemption from the valuation and minority voting requirements of MI 61-101.
About EQ Works
EQ Works (www.eqworks.com) provides a smarter way to target customers. The Corporation uses its real-time technology and advanced analytics to detect the actionable data that boosts performance for all web, mobile, social and video initiatives. EQ Works balances the many components that comprise the complex advertising ecosystem and establishes equilibrium for reaching the right audience at the right time through any web or mobile device.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements that are based on management’s current expectations and/or assumptions relating to, among other things, the use of proceeds from the issuance of the New Promissory Notes, and are subject to known and unknown uncertainties and risks, which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements. This list is not exhaustive of the factors that may affect any of the Corporation’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Corporation’s forward-looking statements. The Corporation is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.
1255 Bay Street, Suite 400| Toronto, Ontario |M5R 2A9
p: 416.597.8889 f: 416.597.2345
Contact: Geoffrey Rotstein, President and Chief Executive Officer