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LOREX Technology Inc. - Update on private placement and bank default
Thursday, July 16, 2009 10:28 AM


TORONTO, July 16 /CNW/ - Further to its press releases dated June 24, and 30, 2009, LOREX Technology Inc. (the "Company") (TSX: LOX) would like to provide an update on the proposed issuance of a minimum of $1.6 million CDN and maximum of $2 million CDN principal amount secured subordinate series A convertible debentures (the "Debentures"). The Debentures shall have the following features:

-  convertible into common shares in the capital of the Company at a
   conversion price of $0.10 CDN per share resulting in the issuance of a
   minimum of 16,000,000 and a maximum of 20,000,000 common shares which
   when issued represents 59% and 74%, respectively, of the Company's
   current and issued outstanding capital;
-  have a term of up to 36 months and shall have no interest or principal
   payments; and
-  secured against all the assets of the Company, but shall be
   subordinate to the Company's senior secured credit facilities.

It is anticipated that the Debentures will be taken up by up to three (3) investors, all of whom are arm's length to the Company and each other. Lorex Investors LLC ("LILLC"), a private company which indirectly owns and/or controls an aggregate of 1,550,000 common shares (or 5.76%) of the Company, will acquire $1.1 million CDN of the Debentures (68.75% and 55% of the Debentures assuming the minimum and maximum amount, respectively, is taken up). LTIANG LLC, a private company which does not own any shares of the Company, will acquire $500,000 CDN of the Debentures (31.25% and 25% of the Debentures assuming the minimum and maximum amount, respectively, is taken up).

Both LILLC and LTIANG are prepared to proceed with the purchase of the Debentures provided that the Company's lender agrees to extend the Company's current credit facilities through May 2012, such extension subject to the Company accepting all of the terms and conditions of the lender.

As the shares issuable on the conversion of the Debentures will result in the issuance of more than 25% of the issued and outstanding capital of the Company and in a change in the effective control of the Company as LILLC will control 29.22% and 26.73% of the issued and outstanding common shares, assuming the conversion of the minimum and maximum amount of Debentures, respectively, and LTIANG will control 11.64% and 10.65% of the issued and outstanding common shares, assuming the conversion of the minimum and maximum amount of Debentures, respectively, the rules of the TSX requires that the Company obtain shareholder approval (excluding those shares owned and/or controlled by the Investor) for the issuance of the Debentures.



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