360 VOX CORPORATION ("VOX")
BULLETIN TYPE: Private Placement-Brokered, Convertible Debenture/s
BULLETIN DATE: May 7, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced March 31, 2013:
Convertible Debenture $9,500,000
Conversion Price: The Debentures are convertible into units of the Company at a price of $1,000 per unit for a period of five years. Each unit comprises of a convertible unsecured debenture (the "Debenture") of the Issuer in the principal amount of $1,000 and 2,380 warrants, with each warrant entitling the holder to purchase a common share of the Company at an exercise price of $0.30 per share for a period of three years from closing. The Debenture is convertible into shares at a conversion rate of $0.21 per share.
In addition, from and after the third anniversary of the date of issuance, the Debentures will be redeemable at the option of the Company, provided that the weighted average closing price of the shares during the 20 consecutive trading days ending five trading days preceding the date on which notice of redemption is given is not less than 130% of the conversion price.
Maturity date: Five years from the date of issuance
Warrants: Up to 22,610,000 share purchase warrants to purchase up to 22,610,000 shares
Warrant Exercise Price: $0.30 for a three year period
Interest rate: 7.5%
Number of Placees: 2 placees
Insider / Pro Group Participation:
Name ProGroup=P # of Shares
Dundee Corporation Y $8,800,000
Exploration Capital Partners 2005 LP Y $700,000
Agent's Fee: $475,000 payable to Dundee Securities Ltd.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.