By Sheri Kasprzak
Atlanta, March 1 - Municipal Solutions Group Inc. said it has raised C$1,406,000 by closing several private placements.
In the first deal, a bridge financing, the company sold C$250,000 in series B convertible secured debentures to Pender Growth Fund and Iain McLean. The debentures bear interest at 12% annually and are convertible into series C debentures and warrants.
The series B debentures mature the earlier of Nov. 28, 2005 or six months after the company completes an 8-for-1 stock consolidation.
The series C debentures mature in 18 months, bear interest at 6% annually and are convertible into post-consolidation shares at the lesser of C$0.64 each or the weighted average closing price 21 days before conversion, with a C$0.56 floor.
The series C warrants allow for an additional share at C$1.00 each for the first year and C$1.20 each for the second year.
In the second deal, Municipal and investor Pender Growth Fund agreed to replace a C$900,000 tranche of a previously announced financing with C$900,000 in series A convertible secured debentures.
The new debentures bear interest at 6% annually, mature in 18 months and are convertible into common shares at the lesser of C$0.80 each or the weighted average closing price 21 days before conversion, with a C$0.56 floor.
Pender also received warrants for 1,125,000 shares at C$1.00 each for the first year and C$1.20 each for the second year.
In the third deal, the company sold C$256,000 in units to Pender Growth Fund. The units include one post-consolidation share and one post-consolidation warrant at a price equal to the lesser of C$0.64 each or the weighted average closing price 21 days before the units are issued, with a C$0.42 floor.
The warrants allow for an additional share at current market price, exercisable for two years.
Based in Victoria, B.C., Municipal Solutions Group provides packaged software for use by local governments. The proceeds will be used to retire loans.
Series B debentures
| Issuer: | Municipal Solutions Group Inc.
|
| Issue: | Series B convertible secured debentures
|
| Amount: | C$250,000
|
| Maturity: | The earlier of Nov. 28, 2005 or six months after completion of an 8-for-1 stock consolidation
|
| Coupon: | 12%
|
| Price: | Par
|
| Yield: | 12%
|
| Conversion: | Into series C debentures
|
| Investors: | Pender Growth Fund and Iain McLean
|
| Settlement date: | Feb. 28
|
| Stock price: | C$0.07 at close Feb. 28
|
|
|
| Series C debentures
|
| Maturity: | 18 months
|
| Coupon: | 6%
|
| Price: | Par
|
| Yield: | 6%
|
| Conversion price: | The lesser of C$0.64 each or the weighted average closing price 21 days before conversion, C$0.56 floor
|
| Warrants: | For 312,500 shares
|
| Warrant expiration: | Two years
|
| Warrant strike price: | C$1.00 for the first year; C$1.20 for the second year
|
|
|
| Series A debentures
|
| Issuer: | Municipal Solutions Group Inc.
|
| Issue: | Series A convertible secured debentures
|
| Amount: | C$900,000
|
| Maturity: | 18 months
|
| Coupon: | 6%
|
| Price: | Par
|
| Yield: | 6%
|
| Conversion price: | The lesser of C$0.80 each or the weighted average closing price 21 days before conversion, C$0.56 floor
|
| Warrants: | For 1,125,000 shares
|
| Warrant expiration: | Two years
|
| Warrant strike price: | C$1.00 for the first year; C$1.20 for the second year
|
| Investors: | Pender Growth Fund
|
| Settlement date: | Feb. 28
|
| Stock price: | C$0.07 at close Feb. 28
|
|
|
| Units
|
| Issuer: | Municipal Solutions Group Inc.
|
| Issue: | Units of one share and one warrant
|
| Amount: | C$256,000
|
| Price: | The lesser of C$0.64 each or the weighted average closing price 21 days before the units are issued, C$0.42 floor
|
| Warrants: | One warrant per unit
|
| Warrant expiration: | Two years
|
| Warrant strike price: | Current market price
|
| Pricing date: | Feb. 28
|
| Stock price: | C$0.07 at close Feb. 28
|
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