TORONTO, ONTARIO--(Marketwire - Sept. 18, 2012) - Privinvest Offshore SAL (Holding) ("Privinvest") entered into a subscription agreement with VendTek Systems Inc. ("VendTek") pursuant to which Privinvest has agreed to purchase by way of private placement in reliance on the minimum amount investment exemption (the "Offering") 860 debenture units (the "Debenture Units") issued by VendTek, with each Debenture Unit consisting of one 6% unsecured convertible debenture of VendTek having a principal amount of $1,000 (the "Debentures") and common share purchase warrants (each, a "Warrant") to purchase common shares of VendTek (the "Common Shares"). Assuming the completion of the Offering, the Debenture Units will result in Privinvest acquiring an aggregate of $860,000 principal amount of Debentures and 7,818,181 Warrants.
The Debentures will each mature on the date that is two years from the closing of the Offering and entitle the holder thereof to acquire one Common Share at a price of $0.11 per common share on conversion. Each Warrant is exercisable for two years from the closing of the Offering to acquire one Common Share at a price of $0.15 per common share.
Assuming the completion of the Offering, no other Debenture Units being issued prior to or concurrently with the Offering and no disposition of any Common Shares or other securities of VendTek currently held by Privinvest, as a result of the Offering, Privinvest will own and exercise control over an aggregate of 19,203,833 Common Shares, $750,000 principal amount of convertible debentures of Vendtek, the Debentures and 11,944,847 Warrants, representing approximately 40.83% of the issued and outstanding Common Shares (assuming the conversion of $750,000 principal amount convertible debenture of VendTek at a price of $0.64 per share, the conversion of the Debentures and the exercise of all of the Warrants).
Privinvest is acquiring the Debenture Units for investment purposes only. Depending on market and other conditions, Privinvest may from time to time in the future increase or decrease its ownership, control or direction over, or exercise its current rights to acquire, the Common Shares or other securities of VendTek, through market transactions, private agreements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.