FAMILY MEMORIALS INC. ("FAM")
BULLETIN TYPE: Prospectus- Unit Offering
BULLETIN DATE: February 28, 2014
TSX Venture Tier 2 Company
Effective October 10, 2013, the Company's Prospectus dated October 10, 2013 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Ontario Securities Commissions on October 11, 2013. The prospectus has also been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, and New Brunswick. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
TSX Venture Exchange has been advised that an initial closing occurred on October 31, 2013, consisting of 3,657 Units, followed by a second and final closing of an additional 343 Units on November 15, 2013, for gross proceeds of $4,008,000.
Agent(s): Richardson GMP Limited (formerly Macquarie Private Wealth Inc.)
Offering: 4,000 units ("Units")
Each Unit consists of: (a) one $1,000 principal amount 12% secured subordinated debenture ("Debenture"); and (b) 2,000 rights ("Rights") at a price of $0.001 per Right.
Unit Price: $1,002 per Unit
Maturity Date: January 31, 2016 (the "Maturity Date"), provided that prior to the Maturity Date, payments towards the principal amount will be made quarterly, with the amount of each quarterly payment to equal 15% of the sales of the Company for each quarter ended March 31, June 30 September 30 and December 31, payable within 60 days after the end of each interim quarter and 120 days after the end of each annual year end, with the first payment to be made on August 29, 2014 and continuing for each quarter thereafter until the Maturity Date. Additional details on the Company's Debentures can be found in the Prospectus.
Interest: 12.0% interest is payable quarterly, on March 31, June 30, September 30 and December 31 of each year (each an "Interest Calculation Date"), and payable in cash within 30 days of each Interest Calculation Date, commencing on December 31, 2013
Interest Start Date: October 31, 2013 for 3,657 Units
November 15, 2013 for 343 Units
Subordination: The Debentures are subordinated to the convertible debentures referred to the Company's press release dated July 13, 2011, and to the extent set forth in the trust indenture governing the Debentures.
Right Exercise Price/Term: Each Right is automatically convertible, for no additional consideration, into one common share on June 2, 2016 only if the Company has not commenced paying a quarterly cash dividend to the holder common shares of the Company of at least $0.005 per common share on or prior to June 1, 2016.
Agents' Commission: A cash commission equal to 10% of the gross proceeds raised under the Prospectus to be paid to the Agents. The Agent also received non-transferable options ("Agents Options") in two tranches composed of: (i) 1,828,500 Agents Options, exercisable to purchase one common share ("Share") at a price $0.12 per Share expiring on January 31, 2016, and (ii) 164,640 Agents Options, exercisable to purchase one Share at a price $0.125 per Share expiring on February 15, 2016. The Company will also pay a corporate finance fee of $35,000, plus applicable taxes to the Agent.
The Exchange notes that neither the Debentures nor the Rights will be listed for trading.
For further information, please refer to the Company's prospectus dated October 10, 2013.
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