TORONTO, ONTARIO--(Marketwired - Jan. 20, 2016) -
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Visual product search platform Slyce Inc. (TSX VENTURE:SLC) ("Slyce" or the "Corporation") is pleased to announce the entering into of certain loan arrangements and wishes to provide an update as to the anticipated closing date of its previously announced short form prospectus Offering (as defined below).
The Corporation is pleased to announce that certain current members of management, directors and a principal shareholder (collectively, the "Insiders") of the Corporation have irrevocably subscribed for an aggregate of $255,000 in non-interest bearing unsecured promissory notes (the "Notes") of the Corporation, which Notes shall be converted at the election of the individual Insider as a subscription for Units pursuant to its previously announced Offering (as defined below) or be repayable by the Corporation as unsecured debt. The proceeds of the Notes are being used to finance certain short term working capital needs of the Corporation.
The Corporation also announces today that it has entered in to a standby commitment loan agreement for a secured bridge loan of up to CDN$1 million (the "Bridge Loan"). In consideration for and upon entering into the Bridge Loan, Slyce has agreed to pay a standby fee in the amount of CDN$20,000. Slyce has also agreed to pay a commitment fee in the amount of CDN$20,000 and to issue 150,000 common shares of Slyce ("Common Shares") to the lender, in consideration for any advance under the Bridge Loan, subject to TSX-V approval.
The Bridge Loan shall be made available in one advance of up to CDN$1 million (the "Advance") on or before February 5, 2016 and will bear interest at one and one-half percent (1.5%) per month. The lender has the option to convert any amount of the outstanding principal amount, together with accrued interest, into Units of Slyce pursuant to and in accordance with the terms of the Offering.
Kevin Taylor is a director of Slyce and principal of JJR Private Capital Limited Partnership ("JJR"), which is the lender providing the Bridge Loan. Accordingly, the entering into of the Bridge Loan is a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, the Bridge Loan is not subject to formal valuation requirements and the transaction is also exempt from the minority approval requirement, in reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Bridge Loan, insofar as it involves interested parties, exceeds 25% of Slyce's market capitalization.
As previously announced, Slyce has obtained a receipt from the securities regulatory authorities in the provinces of Ontario, British Columbia and Alberta for a preliminary short form prospectus dated December 1, 2015 (the "Preliminary Prospectus") in connection with a public offering (the "Offering"), on a commercially reasonable efforts basis, of a minimum of CDN$9 million and up to a maximum of CDN$13.5 million of units of Slyce.
The Offering is now expected to close the week of February 15, 2016, subject to certain conditions including, but not limited to, the execution of a formal agency agreement, the issuance of a receipt for a final short form prospectus (the "Final Prospectus") in connection with the Offering and the approval of the TSX Venture Exchange.
The net proceeds of the Offering will initially be added to the Corporation's working capital and will subsequently be applied to various purposes as disclosed in the Corporation's short form prospectus.