HUGE NEWS!!!!!! YES!!Press release from Marketwire
Poynt Corporation Announces Private Placement of Special Warrants for Gross Proceeds of Up to $15,000,000
Wednesday, March 16, 2011
CALGARY, ALBERTA--(Marketwire - March 16, 2011) -
NOT FOR DISSEMINATION IN THE UNITED STATES
Poynt Corporation ("Poynt Corp." or the "Company")(TSX VENTURE:PYN), a leading provider of mobile local search services,today announced that it has entered into an agreement with VersantPartners Inc. to act as lead agent (the "Agent"), onbehalf of a selling group (which will include Roth Capital Partners inthe United States), for a private placement to be carried out on acommercially reasonable best efforts basis to one or more strategicinvestors, of up to 78,947,368 special warrants ("Special Warrants") of the Company at a price of
.19 per Special Warrant for gross proceeds of up to approximately $15 million (the "Offering").
Each Special Warrant will be exercisable by theholder at any time after the closing of the Offering, for no additionalconsideration, into one common share of the Company ("Common Share") and one-half of one Common Share purchase warrant ("Warrant").Each whole Warrant will entitle the holder to purchase one Common Shareof the Company at a price of
.19 per Common Share for a period offive (5) years from the date of issuance of the Warrants. Allunexercised Special Warrants will be deemed to be exercised on theearlier of: (a) four months and a day following the date of closing ofthe Offering (the "Closing Date"); and (b) the fifthday after a receipt is issued for a final prospectus by or on behalf ofthe Alberta Securities Commission and any additional securitiesregulatory authorities in each of the provinces of Canada where theSpecial Warrants are sold, qualifying the Common Shares and Warrants tobe issued upon the exercise of the Special Warrants.
Each holder of Warrants shall, for a period of fivebusiness days after the date of issuance thereof, be entitled toexercise the Warrants by surrendering them to the Company in exchangefor issuance of that number of Common Shares determined by dividing thefair value of the Warrants to be exercised (determined pursuant to theBlack-Scholes option pricing model) into the last closing price of theCommon Shares on the TSX Venture Exchange immediately prior to the dateof surrender.
A cash fee shall be payable to the Agent under theOffering of eight and a half percent (8.5%) of the gross proceeds of theOffering. In addition, the Agent will be granted a non-transferablewarrant (the "Agent's Warrant") entitling it to acquire, for no additional consideration, such number of compensation options (the "Agent's Options")as is equal to nine percent (9%) of the number of Special Warrants soldpursuant to the Offering. Each Agent's Option shall be exercisable intoone Common Share at a price of
.19 per share at any time on or beforethe date that is 24 months from Closing Date. In addition, CanaccordGenuity Corp. acted as a special financial advisor to the Company inconnection with the Offering and will be paid a cash fee inconsideration for such services.
The Company intends to use the net proceeds of theOffering to further accelerate its business plan through the addition ofpersonnel in engineering, sales and administrative roles, to evaluateand if determined to be in the best interests of the Company, pursuebusiness development opportunities including acquisitions from thirdparties and for general working capital purposes.
The Offering is expected to close on or aboutThursday, March 24, 2011 and is subject to receipt of all necessaryregulatory approvals, including the approval of the TSX Venture Exchangeand satisfaction of all other customary closing conditions. The SpecialWarrants, the Common Shares and the Warrants issued upon exercise ofthe Special Warrants, and the Agent's Option and the Common Sharesissuable pursuant to the Agent's Option, will be subject to a holdperiod of four months and a day from the Closing Date.
The Company has agreed to use reasonable efforts tofile a preliminary short form prospectus with the Alberta SecuritiesCommission and the securities commission in each of the provinces ofCanada where the Special Warrants are sold in the Offering, qualifyingthe distribution of the Common Shares and Warrants to be issued upon thedeemed exercise of the Special Warrants and the distribution of theAgent's Options upon exercise of the Agent's Warrant.
This press release shall not constitute an offer forsale of the securities in the United States. The securities offered havenot been and will not be registered under the U.S. Securities Act of1933, as amended, or any state securities laws and may not be offered orsold in the United States absent registration or an exemption fromthose registration requirements.