Mr. Allan Larmour reports
CLOUD NINE EDUCATION GROUP LTD. ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE OFFERING
Cloud Nine Education Group Ltd. has closed a non-brokered private placement financing of secured convertible debentures pursuant to which the company issued debentures in the aggregate principal amount of $1,199,600.
The terms of the debentures include:
The debentures have a maturity date of one year from the date of issuance, and the principal amount of the debenture, together with any accrued and unpaid interest, will be payable on the maturity date, unless earlier converted in accordance with its terms.
- Each debenture bears interest at the rate of 5 per cent per annum, which interest will be payable on the maturity date, unless earlier converted.
- The principal amount of a debenture, together with all accrued and unpaid interest thereon, is convertible into units of the company at the option of the holder at a conversion price of six cents per debenture unit, with each debenture unit composed of one common share of the company and one transferable share purchase warrant, with each debenture warrant exercisable into one additional debenture share at an exercise price of seven cents per debenture warrant share for a period of two years from the date of conversion.
Repayment by the company of amounts owing under the debentures is secured by a charge over all of the assets of the company. All subscribers to the debenture financing entered into an agency and interlender agreement with the company, pursuant to which the subscribers have appointed an agent to act on their behalf as to certain matters relating to the debentures, including with respect to enforcement of the security interest.
The proceeds of the debenture financing are expected to be used for general working capital and payables.
We seek Safe Harbor.
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