MONTRÉAL, Nov. 8, 2016 /CNW Telbec/ – IOU Financial Inc. (“IOU Financial” or the “Company“) (TSX-V: IOU) is pleased to announce that it closed on November 7, 2016 the second tranche of its previously announced private placement of common shares (the “Common Shares“) for total gross proceeds of approximately $1.1 million. The Common Shares were offered to investors at a price of $0.27 per Common Share. The second tranche, when combined with the previously announced first tranche of the private placement, raised total gross proceeds of approximately $2.3 million. Insiders of IOU Financial (or entities related to, or controlled by, them), being Philippe Marleau, CEO and director, Serguei Kouzmine, director, and Jason Cawley, director, each participated in the second tranche of the private placement and subscribed a total of 2,033,333 Common Shares for total gross proceeds of approximately $549,000. In connection with the private placement, the Company paid to Palos Management Inc. (“Palos“), a related party to the Company, a cash commission equal to 6% of the proceeds raised from subscribers introduced to the Company by Palos, for a total aggregate cash commission payment of $40,812.
The issuance of securities to such persons and the payment of a cash commission to Palos may be considered related party transactions within the meaning of Regulation 61-101 respecting protection of minority security holders in special transactions. However, the private placement is exempt from the valuation and minority approval requirements provided under such regulation since the fair market value of the private placement to related parties is less than 25 per cent of the market capitalization of IOU Financial. The board of directors of IOU Financial has approved the private placement. Messrs. Marleau, Kouzmine and Cawley declared their interest prior to the approval by the board of directors of IOU Financial and abstained from voting thereon.
A material change report in respect of this related party transaction has been filed by the Company but could not be filed earlier than 21 days prior to the closing of the private placement due to the fact that the private placement was still subject to regulatory approval and the terms of the participation of certain of the non-related parties and the related parties in the private placement were not confirmed.
This news release shall not constitute an offer to sell nor the solicitation of an offer to buy nor shall there be any securities of IOU Financial offered in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares will be offered on a private placement basis in Canada and only to “accredited investors”, as such term is defined under applicable Canadian securities laws.
THE SECURITIES WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT“) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Forward Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of IOU Financial including, but not limited to, the impact of general economic conditions, industry conditions, dependence upon regulatory approval, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. IOU Financial does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise.
The TSX-V has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.