/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.
Forward-Looking Statements
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.
SOURCE Posera-HDX
