Texada Software Inc. Announces Completion of $1.0 Million Financing
03 December 2008 - 12:56PM
Marketwired
NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES OF AMERICA
TEXADA SOFTWARE INC. (TSX VENTURE: TXS) announced today that,
further to its press release of November 10, 2008, it has completed
its previously announced non-brokered private placement of
convertible debenture and warrant units of the Company for
aggregate gross proceeds of $1,095,500. Each unit consists of
$1,000 principal amount 10% senior secured convertible debentures
and 5,000 warrants. The debentures will mature on December 2, 2011
(the "Maturity Date") and are convertible at the holder's option
into common shares (the "Common Shares") of Texada at any time
prior to the Maturity Date at a conversion price of $0.10 per
Common Share up to and including December 2, 2010 and $0.11 per
Common Share from December 3, 2010 until December 2, 2011,
inclusive. Conversion may be forced in certain circumstances. Each
Warrant entitles the holder to acquire one Common Share at any time
up to December 2, 2010 at an exercise price of $0.10 per Common
Share.
The proceeds of the Offering will be used to repay debt,
including retiring its existing $500,000 face value of convertible
debentures, for funding working capital deficiencies and the
continued execution of the company's sales and marketing plan. The
debentures and warrants comprising the units will be subject to a
hold period of four months and one day from the date of issuance
thereof under applicable securities laws and TSX Venture Exchange
rules, as will any securities issued on conversion or exercise of
the debentures and warrants, respectively (if converted or
exercised prior to the expiry of such hold period).
The Offering is subject to receipt of final TSX Venture Exchange
approvals.
Pursuant to the Offering, 1610488 Ontario Ltd. ("1610488"), a
company controlled by Iqbal Kassam, an insider of the Company,
announced that it has acquired 332 Units. After giving effect to
this acquisition, 1610488 and Mr. Kassam directly or beneficially
hold an aggregate of: (i) $522,000 principal amount secured
convertible debentures, representing 32.7% of the outstanding
convertible debentures of the Company (including $190,000 principal
amount convertible debentures which mature on November 30, 2009 and
which 1610488 has irrevocably agreed to be retired early for
payment of $207,654 in full settlement of the principal and
interest owing on the previously issued and outstanding
debentures); (ii) 1,338,464 Common Shares representing 15.27% of
the issued and outstanding Common Shares; and (iii) 2,028,575
Common Share purchase warrants (including 1,660,000 Warrants
representing 30.3% of the Warrants issued pursuant to the Offering)
representing 28.8% of all outstanding share purchase warrants of
the Company (including the Warrants). If all share purchase
warrants held by 1610488 and Mr. Kassam were to be fully exercised
and all convertible debentures held by 1610488 were to be fully
converted (assuming no other share purchase warrants, convertible
debentures or other convertible securities of the Company were
exercised or converted, as the case may be) 1610488 and Mr. Kassam
would beneficially own approximately 47.4% of the Company's Common
Shares on a partially diluted basis. 1610488 and Mr. Kassam have
acquired the securities of the Company for investment purposes.
1610488 and Mr. Kassam have no present intention of acquiring other
securities of the Company, or disposing of any of the securities of
the Company they currently hold. For further information regarding
1610488's acquisition of securities of the Company or to obtain a
copy of the early warning report in respect of this transaction,
please contact John Kirincic at (604) 654-2555. A copy of the early
warning report will also be available under the Company's profile
on SEDAR at www.sedar.com.
Cidel Trust Company, as trustee of the Lamb Trust ("Cidel"),
announced that it has acquired 209 Units. Steve Lamb, a director of
Texada, is an eligible beneficiary under the Lamb Trust. After
giving effect to this acquisition, Cidel and Mr. Lamb directly or
beneficially holds an aggregate of: (i) $309,000 principal amount
secured convertible debentures, representing 19.4% of the
outstanding convertible debentures of the Company (including
$100,000 principal amount convertible debentures which mature on
November 30, 2009 and which Cidel and Mr. Lamb have irrevocably
agreed to be retired early for payment of $109,291 in full
settlement of the principal and interest owing on the previously
issued and outstanding debentures); (ii) 1,457,921 Common Shares
representing 16.63% of the issued and outstanding Common Shares;
and (iii) 1,345,750 Common Share purchase warrants (including
1,045,000 Warrants representing 19.1% of the Warrants issued
pursuant to the Offering) and 19.1% of all outstanding share
purchase warrants of the Company (including the Warrants). If all
share purchase warrants held by Cidel and Mr. Lamb were to be fully
exercised and all convertible debentures held by Cidel and Mr, Lamb
were to be fully converted (assuming no other share purchase
warrants, convertible debentures or other convertible securities of
the Company were exercised or converted, as the case may be) Cidel
would beneficially own approximately 40.1% of the Company's Common
Shares on a partially diluted basis. Cidel has acquired the
securities of the Company for investment purposes. Cidel and Mr.
Lamb have no present intention of acquiring other securities of the
Company, or disposing of any of the securities of the Company it
currently holds. For further information regarding Cidel's and Mr.
Lamb's acquisition of securities of the Company or to obtain a copy
of the early warning report in respect of this transaction, please
contact Cindy Radu at (403) 697-6962. A copy of the early warning
report will also be available under the Company's profile on SEDAR
at www.sedar.com.
Abe Schwartz announced that he has acquired 190 Units. After
giving effect to this acquisition, Mr. Schwartz directly or
beneficially holds an aggregate of: (i) $522,000 principal amount
secured convertible debentures, representing 32.7% of the
outstanding convertible debentures of the Company (including
$190,000 principal amount convertible debentures which mature on
November 30, 2009 and which Mr. Schwartz has irrevocably agreed to
be retired early for payment of $207,654 in full settlement of the
principal and interest owing on the previously issued and
outstanding debentures); (ii) 500,000 Common Shares representing
5.7% of the issued and outstanding Common Shares; and (ii)
2,100,000 Common Share purchase warrants, representing 30.3% of the
Warrants issued pursuant to the Offering and 29.8% of all
outstanding share purchase warrants of the Company (including the
Warrants). If all share purchase warrants held by Mr. Schwartz were
to be fully exercised and all convertible debentures held by Mr.
Schwartz were to be fully converted (assuming no other share
purchase warrants, convertible debentures or other convertible
securities of the Company were exercised or converted, as the case
may be) Mr. Schwartz would beneficially own approximately 41.73% of
the Company's Common Shares on a partially diluted basis. Mr,
Schwartz has acquired the securities of the Company for investment
purposes. Mr. Schwartz has no present intention of acquiring other
securities of the Company or disposing of any of the securities of
the Company he currently holds. For further information regarding
Mr. Schwartz' acquisition of securities of the Company or to obtain
a copy of the early warning report in respect of this transaction,
please contact Abe Schwartz at (416) 221-9544 Ext. 1111. A copy of
the early warning report will also be available under the Company's
profile on SEDAR at www.sedar.com.
About Texada
Texada Software Inc. is the premier provider of enterprise
software solutions for mobile equipment and rental management.
Texada's solutions are fully flexible and scalable to meet the
unique needs of any sized operation and are backed by proven
implementation, services and support.
Texada's market-driven software products combine knowledge and
best practices from over 400 customers worldwide, resulting in
solutions that manage the complete life-cycle from acquisition
through to disposal, Our customers enjoy the benefits of enhanced
efficiency through better asset utilization, effective location
tracking, and optimized scheduling.
Texada can be reached at 1-800-361-1233 or +1-519-836-7073, or
on the internet at www.texadasoftware.com.
FORWARD-LOOKING STATEMENTS
This news release may contain forward-looking statements based
on management's current projections, beliefs and opinions at the
date of this news release. Actual results could differ materially
from those anticipated in the statements due to risks and
uncertainties which affect the Company's business and operations.
Reference should be made to the Company's continuous disclosure
documents filed from time to time with Canadian securities
regulatory authorities for a detailed description of such risks and
uncertainties. The Company takes no responsibility to update
forward-looking statements if circumstances or management's
projections, beliefs or opinions change other than as required by
applicable laws.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
Contacts: Corporate communications contact: TEXADA Software Inc.
Brian Spilak President and CEO 1-800-361-1233 Email:
bspilak@TEXADAsoftware.com Website: www.texadasoftware.com
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