|By Marketwired .
|May 30, 2013 03:08 PM EDT
MONTREAL, QUEBEC and TORONTO, ONTARIO and MEXICO CITY, MEXICO and PARIS, FRANCE -- (Marketwired) -- 05/30/13 -- Parta Dialogue Inc. ("Parta") (TSX VENTURE:PAD) is pleased to announce that it has agreed to undertake a non-brokered, prospectus-exempted private placement of Convertible Debentures for minimum gross proceeds of $200,000 and maximum gross proceeds of $500,000 (the "Offering"). The Offering is expected to close no later than June 30, 2013 (the "Closing Date").
The Convertible Debentures will be unsecured, will mature on November 30, 2014, and will bear an annual compounded interest rate of 10%.
The principal and interest payable under the Convertible Debentures will be convertible into units of Parta (the "Units"), with each Unit consisting of: (i) one (1) common share in the share capital of Parta (a "Common Share"); and (ii) one half (1/2) share purchase warrant, exercisable for a period of twenty-four (24) months, with each whole share purchase warrant (a "Warrant") entitling its holder to acquire (1) Common Share at a purchase price equal to the Market Price of the Common Shares (as defined in the Convertible Debenture). The conversion price of the principal and interest shall be equal to the greater of: (i) $0.10 per Unit; (ii) the last closing trading price of the Common Shares before the conversion date, less twenty percent (20%); and (iii) the Market Price of the Common Shares.
In the event that, (i) Parta issues Common Shares at an price per share equal to or greater than $0.25 (subject to customary adjustments), or (ii) the Market Price of its Common Shares is greater than $0.30 (subject to customary adjustments), Parta will be entitled to redeem the Convertible Debentures prior to their maturity date for a purchase price equal to the principal thereof plus all accrued and unpaid interest thereon. This early redemption right will be exercisable pursuant to a prior written notice of at least 30 days prior to the closing of same.
Upon the occurrence of a liquidity event (which includes a merger, an amalgamation, a reorganization, the sale of shares or any other transaction resulting in a change of control of Parta, or the sale of all or substantially all of the assets of Parta) (a "Liquidity Event") pursuant to which:
a. the conversion price of the Convertible Debentures is lower than the
price per Common Share of Parta determined pursuant to such Liquidity
Event (the "Offering Price"), the Convertible Debentures will be
automatically converted into Common Shares of Parta at the applicable
b. the conversion price of the Convertible Debentures is equal to or
greater than the Offering Price, Parta shall be entitled to cancel the
Convertible Debentures by paying to the holders thereof an amount equal
to the sum of: (i) the outstanding principal amount of such Convertible
Debentures, (ii) the accrued and unpaid interest thereon, and (iii) a 3%
penalty calculated on the outstanding principal amount of such
The proceeds of the Offering will be used for working capital purposes. The private placement is subject to compliance with applicable securities legislation and to the approval of the TSX Venture Exchange.
All Convertible Debentures and all underlying Common Shares which may be issued to purchasers under the Offering will be subject to a four-month plus one-day hold period from the Closing Date, pursuant to securities legislation and the policies of the TSX Venture Exchange. The Convertible Debentures and all underlying Common Shares offered in the Offering have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of US persons, absent such registration or an exemption from registration.
Parta Dialogue is an up and coming leader in Social Media Optimization and Social Learning for organizations at the forefront of digital strategy. Our clients include some of the largest and some of the smallest (but hippest) companies in the world, and the list is growing. Parta is aggressively investing in technology and acquisitions to build the most comprehensive product and services offering that utilizes technology and expertise to listen, strategize, publish (Sharecasting(TM)), promote and measure (eValue(TM)) social marketing programs. Parta is the company behind Edu-Performance and #engagementlabs.
Many visionary businesses already employ Parta's solutions for internal and external online engagement. Among these are Proctor and Gamble, Nestle, Durex, Budweiser, IBM, Mazda, Universal Pictures and Rock the Vote. www.partadialogue.com
PARTA is listed on the TSX Venture Exchange under the symbol PAD and operates through two subsidiaries:
#engagementlabs, a social technology and publishing company offering a targeted range of social strategies, customized engagement platforms and analytic tools to measure performance and ROI totally focused on social engagement & optimization: www.engagementlabs.com.
edu-performance, totally focused on internal engagement and productivity, Edu-Performance offers customized Social Learning and online training solutions: www.eduperformance.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."
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