MONTRÉAL, Québec, November 20, 2015 – IOU Financial Inc. (TSX Venture Exchange: IOU) (“IOU Financial” or the “Company”), a leading online lender to small businesses, is pleased to announce that it has closed a second tranche of its previously announced private placement of 10% convertible unsecured subordinated debentures (the “Debentures”) for gross proceeds of $1,292,000 (the “Second Offering”). The Second Offering, when combined with the previously announced first tranche of the private placement of Debentures, raised total gross proceeds of $10,500,000.
The Second Offering consisted of a brokered private placement on a “best efforts” agency basis for an aggregate of $1,292,000 in principal amount of Debentures, at a price of $1,000 per Debenture, through Palos Management Inc. (the “Agent”).
The Debentures will mature on December 31, 2020, bear interest at a rate of 10% per annum, payable monthly and commencing on November 30, 2015, and are convertible at their holders’ option into common shares of IOU Financial (“Common Shares”) at a price of $0.75 per Common Share (the “Conversion Price”), representing a conversion rate of 1,333.33 Common Shares for each $1,000 principal amount of Debentures. The Company will have the right to force the conversion of the Debentures into Common Shares at any time on or after December 31, 2018 should the 20-day volume weighted average price of the Common Shares on the TSX Venture Exchange (the “TSX-V”) exceed 125% of the Conversion Price.
The net proceeds of the Second Offering will be used primarily by IOU Financial to finance small business loans in the Company’s target markets and for general corporate purposes. The Second Offering is subject to final approval of the TSX-V. The Company anticipates that a third tranche closing for up to $1,000,000 in principal amount of Debentures will occur before December 31, 2015.
In connection with the Second Offering, the Company paid the Agent a cash commission of $32,300 representing 2.5% of the total gross proceeds of the Second Offering, and paid a sub-agent an additional cash commission of an aggregate of $500 representing 2.5% of the gross proceeds raised by such sub-agent.
Pursuant to applicable securities laws, all securities issued pursuant to the Second Offering are subject to a hold period of four months plus one day following the closing of the Second Offering. The Debentures will not be listed or posted for trading on the TSX-V.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.