TORONTO, ONTARIO--(Marketwire - Sept. 28, 2012) -
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The Board of Directors of iMarketing Solutions Group Inc. (TSX VENTURE:XDM) (the "Company"), a North American relationship marketing company, has approved a $1.5 million secured bridge loan from two significant shareholders. The lenders, together with their respective affiliates, own approximately 28.2% and 12.2% respectively of the currently issued and outstanding common shares of the Company.
The closing of the bridge financing is expected to occur on or about October 2, 2012, subject to TSX Venture Exchange approval. The loan will be evidenced by promissory notes having a one year term. The notes will bear interest of 20% per annum and will be secured by a general security agreement in favor of the lenders granting security over all of the Company's assets together with a pledge of the shares of certain of the Company's significant subsidiaries. Additionally, two of the Company's U.S. subsidiaries have agreed to guarantee the indebtedness and grant security over their respective assets in support of such guarantees.
Andrew Langhorne, the Company's Chief Executive Officer, stated that, "This bridge financing addresses the short term liquidity issues faced by the Company and allows it continue with its restructuring."
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), this bridge financing is a "related party transaction." The Company is exempt from obtaining minority shareholder approval in connection with the bridge financing in reliance on section 5.7(1)(b) of MI 61-101 as (i) the aggregate gross proceeds received by the Company from insiders pursuant to this bridge financing does not exceed $2.5 million, (ii) the Company has one or more independent directors in respect of the bridgde financing who are not employees of the Company, and (iii) all of the independent directors have approved the bridge financing.
Certain statements in this press release may constitute "forward looking statements" reflecting our current beliefs, plans, estimates and expectations. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or the combined companies to be materially different from any performance or achievement expressed or implied by such "forward looking statements". Except as required by applicable securities laws, we undertake no obligation to update any forward looking statements for any reason after the date hereof to conform these statements to actual results or to changes in our expectations.
Neither the TSX Venture Exchange, nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), accepts responsibility for the adequacy or accuracy of this release.