Completes Non-Brokered Private Placement and Announces Shares for Debt Transaction
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FOR IMMEDIATE RELEASE
ALEXANDER NUBIA INTERNATIONAL INC.
COMPLETES NON-BROKERED PRIVATE PLACEMENT AND ANNOUNCES SHARES FOR DEBT TRANSACTION
April 22, 2013 - Toronto, Ontario – Alexander Nubia International Inc. (the “Company”) (TSX-V: AAN)
today announced that it has completed a non-brokered private placement (the “Private Placement”) for gross proceeds of $260,000. In connection with the Private Placement, the Company issued an aggregate of 5,200,000 units of the Company (the “Units”) at $0.05 per Unit, with each Unit being comprised of one
common share in the capital of the Company (a “Common Share”) and one common share purchase
warrant (a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.10 until April 22, 2015. If the simple average of the closing price of the Common Shares on the TSX Venture Exchange for any 10 consecutive trading days is greater than $0.30, the Company may elect to accelerate the expiry date of the Warrants to the date which is 30 days from the date that the Company provides written notice to the holders of the Warrants.
In connection with the Private Placement, the Company paid a cash finder’s fee to an arm’s length party in the amount of $3,000. All Common Shares and Warrants issued in connection with the Private Placement are subject to a statutory hold period that expires on August 23, 2013, in accordance with applicable securities legislation. The net proceeds from the Private Placement will be used for working capital purposes.
Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”), the Private Placement constitutes a “related party transaction” as insiders of the Company subscribed for an aggregate of 1,300,000 Units, or approximately 25% of the total number of Units issued pursuant to the Private Placement. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, based on a determination that the securities of the Company are only listed on the TSX Venture Exchange and that the fair market value of the Private Placement, insofar as it involves interested parties, does not exceed $2,500,000 and/or 25% of the market capitalization of the Company at the time the Private Placement was initially announced. The Private Placement was approved by all of the independent directors of the Company.
The Company also announces that it has reached terms with certain creditors of the Company to exchange shares for debt. Specifically, the Company has agreed, subject to approval of the TSX Venture Exchange,
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to issue 6,852,371 Common Shares (valued at $0.05 per share) to settle approximately $342,618 of debt owing to arm’s length and non-arm’s length parties. The Company has negotiated these arrangements in
light of the Company’s deteriorating working capital position and a very challenging business environment. These agreements will allow the Company to preserve cash. All Common Shares issued in connection with the shares for debt transaction are subject to a four month statutory hold period, in accordance with applicable securities legislation.
For more information on the Company please visit our web site at www.alexandernubia.com or contact: A. Alexander Massoud President and Chief Executive Officer Egypt: +2 012 7111 2487 Email: [email protected]
General Info: +1 604 727 1813 Email: [email protected]
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward- looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking- statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.