Mr. Steven Hancock reports
VIDWRX ANNOUNCES BRIDGE LOAN DEFAULT AND RENEGOTIATION, MANAGEMENT CHANGES AND
DEBENTURE FINANCING
VidWRX Inc. is in default of its repayment obligations due and owing under the
bridge loan facility entered into by the company on Jan. 18, 2016. The
company and the lenders have agreed in principle to settle the bridge loan through the issuance of
a secured convertible debenture, subject to the approval of the TSX
Venture Exchange and to the completion of documentation. The principle terms of the convertible
debenture are expected to include a coupon of 12 per cent per annum, a maturity date no earlier than
Dec. 31, 2016, and a conversion price of five cents. For further information regarding the bridge
loan, readers are encouraged to review the company's news release of Jan. 18, 2016. The
company will provide further information in respect of the completion of the settlement as soon as
available.
Management changes
Effective immediately, Steven Hancock will assume the role of chief executive officer of the
company, replacing George Fleming, who will remain on the board of directors as chairman to assist
the company during a three-month transition period. Mr. Hancock was recently appointed to the
board of the company and subsequently as president. As chief executive officer, Mr. Hancock will
assume all the responsibilities for operations and report to the board.
As the founder of VidWRX, Mr. Fleming was responsible for driving the creation of the company's
video production platform. The board thanks Mr. Fleming for his commitment and appreciates the
contribution that he has made to the establishment of the company's business over the past 10 years.
Strategic review
The company is pleased to announce that its board of directors has completed a comprehensive
review of the company's continuing strategic operations. As a result of this review, the board has
concluded that:
- The demand for video content for small to medium businesses (SMB) continues to
accelerate worldwide.
- The company's existing client base, sales pipeline and strategic partners show strong
sustainable revenue potential.
- The company should continue to advance strategic relationships with major search, social
media and programmatic advertising partners.
- The core video production platform technologies, staff and creative network are in place to
support growth to operating positive cash flow.
- With economies of scale, the company will be able to grow operating margins.
Accordingly, the board has concluded that, by implementing various operational changes and
efficiencies, managing the company's creditors and raising new capital, VidWRX will be positioned
to capitalize on its strengths in a proven, rapidly growing market.
In addition, the board of directors do not see any reason to consider a stock consolidation in the
foreseeable future.
Operational changes
In connection with its strategic review, the board has approved a comprehensive business plan
developed by Mr. Hancock, together with senior management, that incorporates the following key
elements:
- Significant reductions in monthly expenses;
- Significant staff reductions through the elimination of non-essential sales, marketing,
technology staff and redundant corporate positions;
- Significant reductions in management compensation;
- A refocused sales strategy to expedite revenues realized rather than bookings generated;
- A focus on larger existing customers that can immediately move into high-volume video
production;
- A focus on fewer but larger qualified active channel partners or resellers;
- The pro-active establishment of strategic business referral channels with major social
networks and video advertising platforms targeting server message blocks (SMB);
- A reduction in corporate debts and payables through a combination of share settlements,
renegotiation and payment deferral;
- Rigorous monitoring of costs, margins and cash.
The primary goal of the business plan is to achieve positive operational cash flow by the fourth
quarter of 2016, while positioning the company to take advantage of higher-margin new business in
a fast-growing industry.
The company also announces that it has terminated its previously announced investor relations
agreement with Greg Werbowski.
Financing
The company has elected to restructure the terms of its previously announced non-brokered private
placement of debentures, as a result of the board's review of the
company's continuing operations. The private placement will now consist of up to 200 units
at a price of $5,000 per unit for aggregate gross proceeds of up to
$1-million, each unit to comprise a $5,000 debenture and
10,000 warrants. Each warrant will entitle the holder thereof to purchase
one common share in the capital of the company. Proceeds of the private
placement will be made immediately available to the company on closing and will not be placed in
escrow. Completion of the private placement is subject to the approval of the TSX Venture
Exchange.
Each debenture will mature three years after the issuance thereof, subject to early repayment. VidWRX
has agreed that, from Jan. 1, 2017, 3 per cent of cash revenues received will be paid quarterly against
the principal outstanding under each debenture, until such time as the debentures are repaid in full.
For each debenture held, the holder thereof will also be entitled to an additional quarterly distribution
of $150 so long as any of the principal amounts owing under the debentures are outstanding.
Notwithstanding that the principal amounts owing under the debentures are paid back prior to the
expiry of the three-year term, each holder of a debenture will be entitled to a minimum of six
quarterly distributions.
Each warrant issued pursuant to the private placement shall be exercisable for a term of three
years at an exercise price of five cents. If the average closing trading price of the company's common
shares on the exchange or other recognized exchange is equal to or greater than 20 cents for a period
of 60 consecutive days, the company shall have an option at its sole discretion to provide a written
notice to accelerate the expiry advising the warrantholders that they
shall have 21 days following the date of the acceleration notice to exercise their warrants and any
unexercised warrants after the expiry of the 21st day following the acceleration notice shall expire
with no further rights and privileges attached thereto.
The private placement is open to all accredited investors. Interested individuals should contact Rick
Schultz, chief financial officer, at 604-683-5510, extension 550, or e-mail rschultz@vidwrx.com
Conference call
Steve Hancock, chief executive officer and director, Beng Lai, independent director, and Goodwin Gibson, independent director, will host a live conference call to discuss the board's strategic review on
Monday, March 21, 2016, at 1 p.m. ET (11 a.m. MT, 10 a.m. PT).
To access the conference call by phone within Canada and the United States, the toll-free number is 1-800-319-4610. Outside Canada and the U.S. dial 1-604-638-5340. (Callers should dial in five to 10 minutes prior to the scheduled start time.)
Management will speak to a presentation entitled the stabilization and growth plan during the
conference call. The presentation is available by visiting the VidWRX website
or The Howard Group's website investor presentation tab.
Management will accept questions by telephone and e-mail. Individuals wishing to ask a question
during the call can do so by pressing star 1. Questions can also be forwarded in advance of the
conference call to info@howardgroupinc.com.
An archive of the conference call will be posted in the investors section of VidWRX's website and The Howard Group's website investor presentation tab as soon as it is available.
We seek Safe Harbor.
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