Marketvision Announces Proposed $1.95 Million Private Placement
September 16 2009 - 3:44PM
Marketwired Canada
Marketvision Direct, Inc. (TSX VENTURE:MKT) (the "Company" or "Marketvision")
announced today that it intends to complete a non-brokered private placement of
up to 39,000,000 units ("Units") at a price of $0.05 per Unit for gross proceeds
of up to Cdn.$1,950,000 (the "Offering"). Each Unit will consist of one common
share and one common share purchase warrant (a "Warrant"). Each Warrant will
entitle the holder to acquire one common share of Marketvision for a period of
24 months, at an exercise price of $0.06 for the first 12 months and, if not
exercised within the first 12 months, exercisable at an exercise price of $0.10
for the next 12 months. In the event that at any time during the first 12 months
after the closing of the Offering, the closing price of the common shares of the
Company on the TSX Venture Exchange is in excess of $0.10 for a period of 21
consecutive trading days, the Company will give notice to the holders of the
Warrants to exercise the Warrants within 60 days from the date on which such
notice is given by the Company and in the event the Warrants are not so
exercised within such 60 day period, any unexercised Warrants will be
exercisable at an exercise price of $0.10 and will expire at 4:00 p.m. (Toronto
time) on the date which is the earlier of: (i) 12 months after the date on which
such notice is given by the Company and (ii) the 24th month anniversary of the
closing of the Offering.
The common shares and warrants to be issued will carry a four-month hold period
under Canadian securities laws from the date of issuance. Completion of the
Offering is subject to approval of the TSX Venture Exchange.
Proceeds from the Offering will be used to review potential acquisition
opportunities in the natural resources area outside of Canada and for general
corporate purposes.
The Company also wishes to announce that at the upcoming annual and special
meeting of shareholders to be held in December, 2009, shareholders may be asked
to approve a share consolidation on the basis of up to one new common share for
every 10 outstanding common shares (or such lesser number of shares as the
directors consider desirable or as may be required in order to meet the
requirements of the TSX Venture Exchange). The exact consolidation ratio has not
yet been determined. The share consolidation is subject to approval by the
shareholders and the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. All dollars in this release are
in Canadian funds.
FORWARD-LOOKING STATEMENTS
This press release includes certain "forward-looking statements". All statements
regarding the ability of the Company to successfully arrange for the Offering or
to consolidate its common shares on a 1:10 basis or at some other consolidation
ratio or at all, are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ materially from those
anticipated in such statements. All statements that are not historical facts,
including without limitation statements regarding future estimates, plans,
objectives, assumptions or expectations of future performance, are
"forward-looking statements". We caution you that such "forward looking
statements" involve known and unknown risks and uncertainties that could cause
actual results and future events to differ materially from those anticipated in
such statements. Such risks and uncertainties include the inability of the
Company to close the Offering due to the state of the capital markets and other
risk factors as discussed in the Company's filings with Canadian securities
regulatory agencies. The Company expressly disclaims any obligation to update
any forward-looking statements except as may be required by law.
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