TORONTO, ONTARIO--(Marketwire - March 12, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Currency Exchange International, Corp. (the "Company") (TSX:CXI.S)(TSX:CXI.WT.S), is pleased to announce that restrictions imposed pursuant to Regulation S under the United States Securities Act of 1933, as amended ("Reg S"), on certain common shares issued in connection with the Company's initial public offering and currently trading under the symbol "CXI.S", expired on March 9, 2013.
The presently listed common shares of the Company which are subject to certain restrictions under Reg S will be delisted on Wednesday, March 13, 2013 and in substitution thereof an equal number of common shares will be listed on the TSX under the symbol "CXI" and posted for trading at the opening of business on such date thereby permitting residents of the United States to trade the common shares of the Company through brokers in the United States that have access to the trading facilities of the TSX. In addition, the common shares are quoted on the OTCBB under the symbol "CURN". The "CXI.S" trading symbol will be discontinued.
Holders of Reg S common shares need not take any action in order to receive the common shares to which they are entitled.
The Company does not intend to make application to remove the restrictions on the trading of the issued and outstanding common share purchase warrants ("Warrants"). Therefore the Warrants will continue trading under the current symbol of "CXI.WT.S" with the restrictions pursuant to Regulation S until the expiry time of the Warrants of 5:00 p.m. (Toronto time) on September 9, 2013.
United States Advisory
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.
About Currency Exchange International, Corp.
The Company is in the business of providing a range of foreign currency exchange and related products and services in North America, including the Hawaiian Islands. Primary products and services include the exchange of foreign currencies, wire transfer payments, purchase and sale of foreign bank drafts and international traveler cheques, and foreign cheque clearing. Related products and services include the licensing of proprietary FX software applications delivered on its web-based interface, www.ceifx.com ("CEIFX") and licensing retail foreign currency operations to select companies in agreed locations.
The company's services are provided in Canada by its wholly owned subsidiary based in Toronto, Canada through the use of its proprietary software www.ceifx.ca.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This press release includes forward-looking information within the meaning of applicable securities laws. This forward-looking information includes, or may be based upon, estimates, forecasts and statements as to management's expectations with respect to, among other things, demand and market outlook for wholesale and retail foreign currency exchange products and services, proposed entry into the Canadian financial services industry, future growth, the timing and scale of future business plans, results of operations, performance, and business prospects and opportunities. Forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "preliminary", "project", "will", "would", and similar terms and phrases, including references to assumptions.
Forward-looking information is based on the opinions and estimates of management at the date such information is provided, and on information available to management at such time. Forward-looking information involves significant risks, uncertainties and assumptions that could cause the Company's actual results, performance or achievements to differ materially from the results discussed or implied in such forward-looking information. Actual results may differ materially from results indicated in forward-looking information due to a number of factors including, without limitation, the competitive nature of the foreign exchange industry, currency exchange risks, the need for the Company to manage its planned growth, the effects of product development and the need for continued technological change, protection of the Company's proprietary rights, the effect of government regulation and compliance on the Company and the industry in which it operates, network security risks, the ability of the Company to maintain properly working systems, theft and risk of physical harm to personnel, reliance on key management personnel, global economic deterioration negatively impacting tourism, volatile securities markets impacting security pricing in a manner unrelated to operating performance and impeding access to capital or increasing the cost of capital, and the regulatory approval process for a new Canadian Schedule I bank, as well as the factors identified throughout this press release and in the section entitled "Risks and Uncertainties" of the Company's Management's Discussion and Analysis for the three months ended December 31, 2012. The forward-looking information contained in this press release represents management's expectations as of the date hereof (or as of the date such information is otherwise stated to be presented), and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this press release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained in this press release.