|By Marketwired .||
|May 15, 2014 09:57 PM EDT||
CARLSBAD, CALIFORNIA -- (Marketwired) -- 05/15/14 -- Pacific Vector Holdings Inc. (TSX VENTURE: PVH) (the "Company") is providing this corporate update and the bi-weekly Default Status Report in accordance with National Policy 12-203 - Cease Trade Orders for Continuous Defaults ("NP 12-203"). On May 1, 2014 the Company disclosed in the default notice (the "Default Notice") that, for reasons disclosed in the Default Notice, there would be a delay in the filing of its annual financial statements, accompanying Management Discussion and Analysis and related CEO and CFO certifications of annual filings for the financial year ended January 7, 2014 (collectively, the "Required Filings").
As a result of this delay in filing the Required Filings, a management cease trade order was granted to the Company. The MCTO restricts all trading on the securities of the Company, whether direct or indirect, by the Chief Executive Officer and the Chief Financial Officer of the Company until such time as the Required Filings have been filed by the Company. The MCTO does not affect the ability of all other shareholders who are insiders of the Corporation to trade their securities.
Below is the update on the status of the financing and a corporate update.
The Company received agreements from existing debt and payable holders to convert US$6,959,587, in existing amounts outstanding, to equity at the rate of CDN$0.12 per common share. Of the total amount, holders of $3,121,667 have signed the agreements and holders of an additional $3,837,920 have verbally agreed to execute the agreements that have been provided. The result would be the issuance of an additional 63,796,212 common shares and the elimination of $6,959,587 in debt and payables. The Company has approached debt holders holding an additional US$1,267,745 with the same conversion opportunity. The elimination of this debt is the first step in a comprehensive plan to improve the Company's balance sheet. The conversion is subject to additional financing and the approval of the TSX Venture Exchange.
The Company has had additional meetings with interested investors in Toronto. The Company received verbal agreements for convertible debt financing of $2.5 million with a closing in 10 to 15 business days. The financing will include an annual interest rate of 10% and will allow for the conversion, at the option of the holder, into common shares of the Company at the existing market price. The financing is subject to the completion of the legal documents and the approval of the TSX Venture Exchange.
The Company continues to have discussions with interested equity investors to raise an additional $3 million to $5 million in equity.
The Company also received an un-solicited offer for the purchase of all of the assets of Reno Wilson Inc. (Gatorz Eyewear). The Company subsequently ran a process which attracted an additional 3 offers for the purchase of Gatorz assets. The board approved an initial offer and the interested party has completed its due diligence. The updated offer and negotiations provide for an asset purchase agreement with gross proceeds of approximately $1.2M which is subject to fluctuations based on the value of the inventory and accounts receivable. The purchaser has completed the first draft of the legal agreements and the Company expects to close the sale of the Gatorz assets with 15 days.
The Company is also looking for an immediate bridge of US$300,000 to allow it to make imminent payments related to operations and costs associated with the financings and the sale of Gatorz assets. This should provide the Company the working capital necessary to close the transactions noted above.
The Company also closed an additional 4 under-performing Ryderz Compound retail locations. The Company continues to have 16 retail locations in operation. Combined with the announcement on March 25, 2014, the company has now closed 18 under-performing stores and is focusing on reducing its geographic dispersion of stores.
As a result of the store closings the Company has eliminated 14 head office positions and certain management personnel have agreed to take temporary salary reductions. The total cost savings generated from the head office reductions is $722,000 annually.
About Pacific Vector
Pacific Vector is a premier action sports retail and consumer brands company. www.pacificvector.com
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Certain information in this press release may contain forward-looking statements. 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. Pacific Vector 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 Pacific Vector.