TORONTO, ONTARIO--(Marketwire - Oct. 11, 2012) -
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iMarketing Solutions Group Inc. (TSX VENTURE:XDM) (the "Company"), a North American relationship marketing company, announced today that it has completed the $1.5 million secured bridge loan (the "Loan") financing previously announced on September 28, 2012. The Loan is from two significant shareholders who, 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 Loan is evidenced by a promissory note (the "Note") having a one year term. The Note bears interest of 20% per annum and is 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 guaranteed the indebtedness and granted security over their respective assets in support of such guarantees.
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 bridge financing who are not employees of the Company, and (iii) all of the independent directors have approved the bridge financing.
There will be less than 21 days between the date of filing of the Company's material change report in respect of the bridge financing and the closing date of such financing. The Company considers this is reasonable and necessary in order to address the Company's immediate funding requirements and corporate operations.
The Note is subject to a 4 month hold period expiring on February 11, 2013.
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.