Mr. Harry Miller reports
VANITY ANNOUNCES CLOSING OF $250,000 PRIVATE PLACEMENT
Vanity Capital Inc. has closed its non-brokered private placement of 500,000 units of the company at a price of 50 cents per unit for gross proceeds of $250,000. Each unit consists of one common share and one warrant to purchase one common share of the company. Each warrant is exercisable into one common share of the company at an exercise price of 60 cents per common share for a period of 24 months following the closing date of the private placement. The warrants contain an acceleration provision that states, "If the volume-weighted average closing price of the common shares on the TSX Venture Exchange is $1.20 or more for 21 consecutive trading days at any time subsequent to the expiry of six months from the date of issuance of the warrants, then the company will earn the right, by providing notice to the warrantholder(s), to accelerate the expiry date of the warrants to that date which is 30 days from the date of the acceleration notice." All of the units issued in the private placement are subject to a securities law hold period of four months and a day ending on July 13, 2015.
Mr. Segounis and Mr. Miller, who are both insiders of the company, participated in the private placement, and are each considered a related party to the company under Multilateral Instrument 61-101 -- protection of minority securityholders in special transactions by virtue of being directors of the company, and their respective shareholdings being in excess of 10 per cent of the share capital. Accordingly, a portion ($21,125 or 8.45 per cent) of the private placement is a related-party transaction under MI 61-101. The private placement is a transaction that is exempt from (i) the formal valuation requirements under Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and (ii) from the minority approval requirements under Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101, because the $21,125 fair market value of the portion of the private placement being acquired by Mr. Segounis and Mr. Miller does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.
As a result of the closing of the private placement, Vanity now has 7,825,265 common shares issued and outstanding.
Proceeds from the private placement will be used to identify and evaluate other potential mineral assets. Vanity is currently reviewing several advanced stage mineral exploration properties in the province of Quebec. No finder's fee was paid in connection with the private placement.
The completion of the private placement was approved by the TSX-V.
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