|By Marketwired .||
|January 17, 2014 12:28 PM EST||
LUGANO, SWITZERLAND -- (Marketwired) -- 01/17/14 -- Bertrand des Pallieres announces that he has completed a loan to Versatile Systems Inc. (the "Issuer") of $389,293 (the "des Pallieres Loan"). SPQR Capital Holdings SA ("SPQR"), a corporation controlled by Mr. des Pallieres, has concurrently completed a loan to the Issuer of $259,527 (the "SPQR Loan"). The des Pallieres Loan and the SPQR Loan (collectively, the "Loans") bear an interest rate of 14% per annum and mature two years from the date of advance. The principal of the Loans is convertible at the option of Mr. des Pallieres and SPQR into common shares of the Issuer ("Common Shares") at a conversion price as follows: (a) if the Issuer's previously announced 10 for 1 consolidation (the "Consolidation") has not been completed, at a conversion price of $0.05 per share until the first anniversary of advance and $0.10 per share thereafter; and (b) following completion of the Consolidation, at a conversion price of $0.35 per share (equal to $0.035 per share pre-Consolidation). The Loans represent 100% of the convertible loans of the Issuer.
Following the transaction, 13,667,500 Common Shares are held directly by Mr. des Pallieres and 19,500,000 Common Shares are held indirectly by Mr. des Pallieres through Lansdowne Capital S.A., being approximately 21.6% of the current issued and outstanding Common Shares. Assuming that the Consolidation is completed and the entire principal amount of the Loans is converted, the des Pallieres Loan would be convertible into 11,122,657 pre-Consolidation Common Shares and the SPQR Loan would be convertible into 7,415,057 pre-Consolidation Common Shares.
The securities were acquired for investment purposes. Mr. des Pallieres has indicated his willingness to provide a standby commitment to the Issuer whereby he will agree to acquire up to 39,321,410 additional pre-Consolidation Common Shares to be issued by the Issuer at a price of $0.02 per share pursuant to its previously announced rights offering. In consideration for providing such commitment, Mr. des Pallieres will be issued warrants to acquire a further 8,272,598 pre-Consolidation Common Shares at a price of $0.05 per share, if exercised prior to the Consolidation, and $0.20 per share, if exercised after the Consolidation. Mr. des Pallieres may take such actions in respect of his holdings as he may deem appropriate in light of the circumstances then existing, including acquiring ownership or control over additional Common Shares or other securities of the Issuer or the disposition of all or a portion of his holdings in the open market or in privately negotiated transactions.
The acquisition of the Loans was carried out in accordance with and in reliance on the "Accredited Investor" exemption in section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions, which exempts the transfer and issue of such securities from the prospectus requirements of applicable securities law.
Mr. des Pallieres and SPQR may be considered to be joint actors under applicable securities legislation. However, the issuance of this news release is not an admission that any entity named in this news release owns or controls any of the securities described in this news release or is a joint actor with any other entity named in this news release.
For further information and to obtain a copy of the early warning report to be filed under applicable Canadian securities laws in connection with the foregoing matters, please see the Issuer's profile on SEDAR at www.sedar.com.
Bertrand Des Pallieres
Via Campo Marzio 1
+44 773 999 0991