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TORONTO, ONTARIO--(Marketwired - Feb 10, 2016) - Quantum International Income Corp. (the "Corporation") (TSX VENTURE:QIC) (TSX:VENTURE:QIC.U) announces today that its wholly-owned subsidiary Quantum US Healthcare Corp. (the "Borrower"), has, together with the Corporation, entered into a definitive facility agreement with a syndicate of lenders (the "Facility"), pursuant to which the Borrower is entitled to borrow up to an aggregate of $825,000 (the "Proceeds") in consideration for the issuance to such lenders of secured senior exchangeable notes of the Borrower (the "Notes"). Funds will be advanced to the Borrower under the Facility in regular monthly installments commencing February 15, 2016, save for an initial draw of $165,000 which is expected to be made available to the Corporation imminently. The funds available to the Corporation under the Facility are expected to be used for general corporate and working capital purposes. Additional loans in the aggregate principal amount of up to $5,175,000 may be made available to the Corporation by the lenders pursuant to the Facility, but only on a discretionary basis at the option of the lenders, to fund potential acquisitions of the Corporation.
Advances to the Borrower under the Facility will be evidenced by the issuance of Notes of the Borrower in like principal amounts, which Notes will bear interest at 15% per annum, payable at maturity on January 31, 2017. Each Note will be exchangeable into common shares of the Corporation at the option of the holding lender thereof, at an exchange price that will be determined at the time of issuance of such Note and will be based on the prevailing market price for the Corporation's common shares at the time of issuance, subject to customary adjustments and subject in all cases to the minimum pricing rules of the TSX Venture Exchange. The Borrower and the Corporation will also have the right to force exchange of any or all outstanding Notes concurrently with, or any time following, the closing by the Corporation, directly or indirectly, of an acquisition that meets certain criteria specified in the agreement governing the Facility. Upon the exchange of any Notes, either at the option of the holding lender thereof or the option of the Borrower and the Corporation upon completion of a qualifying acquisition, all accrued and unpaid interest shall become due and payable to the applicable lender, which accrued and unpaid interest may be satisfied by the issuance of additional common shares of the Corporation, based on the prevailing market price for the Corporation's common shares at the time of exchange.
The Notes are secured by a pledge by the Corporation of the entirety of its 100% interest in Quantum CSS Holdings Corp., a Delaware corporation through which the Corporation holds its interest in Centers for Special Surgery, LLC, its New Jersey-based ambulatory surgery center. A collateral agent will arrange the syndicate of lenders, hold any issued Notes and hold the pledged interest on their behalf.
"We are extremely pleased that this lending group has seen the value in continuing to finance Quantum at this critical stage of our growth story" stated Manu Sekhri, Chief Executive Officer of the Corporation. "As we continue the dual focus of developing our existing healthcare business while pivoting towards new acquisition opportunities, the confidence these lenders have shown in our ability to strategically source and complete accretive deals is very encouraging. This new loan facility gives us the medium term working capital stability needed to pursue those opportunities."
In connection with the securing of the Facility, the Corporation expects to pay finders and agents a cash commission equal to 10% of the Proceeds (75% of which is expected to be paid in common shares of the Corporation at a price per share equal to $0.05) and broker warrants to acquire such number of common shares of the issuer as is equal to 10% of the number of common shares which may be issuable upon the exchange of outstanding Notes.
All issuances of Notes in consideration for advances under the Facility, as well as any satisfaction of interest payable on any Note through the issuance of additional common shares of the Corporation, is subject to approval of the TSX Venture Exchange.
More information on Quantum International Income Corp. is available at www.quantumincomecorp.com.
Neither 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.
Cautionary Statement Regarding Forward-Looking Information
This release contains certain information which, as presented, constitutes "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as "expect" and "intend", statements that an action or event "may" or "will" be taken or occur, or other similar expressions and includes, but is not limited to, statements about the Note Facility, the advances of loans and issuances of Notes thereunder, the granting of security to the collateral agent and the completion of any acquisitions. These statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Corporation to control or predict, and which may cause Quantum's actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related to the inability by Quantum to acquire its own common shares for cancellation, as well as other factors discussed in the Corporation's annual information form dated July 23, 2015, (the "Annual Information Form") and the Corporation's final short form prospectus supplement dated July 21, 2015, which are available on SEDAR under Quantum's profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the Annual Information and Prospectus, and as otherwise disclosed from time to time on SEDAR under Quantum's profile at www.sedar.com.
Unless otherwise specified in this press release, information contained in this press release is current as of the date of this press release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. The Corporation undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.
Quantum International Income Corp.