Mr. David MacLaren reports
VRX WORLDWIDE ANNOUNCES
SHARES FOR DEBT TRANSACTION
VRX Worldwide Inc. has entered into agreements with certain of its creditors, pursuant to which it will settle certain outstanding debts of the company totalling $289,238 by
issuing up to 5,784,760 common shares of the company at a deemed price of five cents per share.
Up to 3.7 million of the shares being issued pursuant to the debt settlement relate to a series of
12-per-cent convertible debentures set to mature between Aug. 26, 2014, and Oct. 20, 2014, in the aggregate principal amount of $185,000. All interest owing on the principal
amount of the debentures will be paid to the debentureholders in cash concurrently with the
issuance of the shares. Up to 2,084,760 of the shares being issued pursuant to the debt
settlement relate to outstanding management loans in the aggregate amount of $104,238.
Pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special
Transactions (MI 61-101), the debt settlement constitutes a related party transaction, as
certain related parties of the company will receive an aggregate of up to 4,284,760 shares in
connection therewith. The company is relying on exemptions from the formal valuation and
minority approval requirements of MI 61-101, based on a determination that the fair market
value of the transaction, insofar as it involves related parties, does not exceed $2.5-million and/or 25 per cent of the implied market capitalization of the company.
The issuance of the shares is subject to approval of the TSX Venture Exchange.
All shares issued in connection with the debt settlement will be subject to a statutory hold
period of four months plus a day from the date of distribution or issuance, as applicable, in
accordance with applicable securities legislation.
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