Hiring of new CIO is contingent on placement; new CIO will buy 45%
By Angela McDaniels
Tacoma, Wash., Feb. 28 - TriNorth Capital Inc. plans to raise up to C$10 million through a non-brokered private placement of 5% convertible debentures due May 15, 2017.
Holders can choose to receive common shares in lieu of interest, according to a company news release.
The conversion price is C$1.00 per share, compared to the company's C$0.03 closing stock price on Monday.
The company plans to conduct a 1-for-100 reverse stock split. Pro forma for the reverse split, Monday's closing share price would have been C$3.00. The conversion price is a 66.7% discount to this price.
The convertibles will be redeemable after May 14, 2014. The initial redemption price will be 105% of par. The redemption price will step down to 103% of par on May 15, 2015 and to 101% of par on May 15, 2016.
The placement is expected to close by April 26. The proceeds will be placed in escrow. If the escrow release conditions are not satisfied by May 21, the investors will be entitled to have their money returned.
The company has agreed to hire Roger Dent as its new chief investment officer subject to the completion of the placement. Dent and some of his associates and family members have agreed to subscribe for 45% of the placement.
Proceeds will be used to fund the company's investments as well as general and administrative expenses.
In addition to the reverse stock split, the company plans to change its name to Egmont Bay Investment Inc. Shareholders will vote on the changes at an annual and special meeting that is expected to be held May 14.
TriNorth is a Toronto-based investment company. It invests primarily in equity-related securities of Canadian emerging and established companies.
| Issuer: | TriNorth Capital Inc.
|
| Issue: | Convertible debentures
|
| Amount: | Up to C$10 million
|
| Maturity: | May 15, 2017
|
| Coupon: | 5%
|
| Price: | Par of C$1,000
|
| Conversion price: | C$1.00
|
| Conversion ratio: | 1,000 shares per debenture
|
| Call option: | At 105 beginning May 14, 2014, at 103 beginning May 15, 2015 and at 101 beginning May 15, 2016
|
| Warrants: | No
|
| Agent: | Non-brokered
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| Pricing date: | Feb. 28
|
| Settlement date: | April 26
|
| Stock symbol: | TSX Venture: TRT
|
| Stock price: | C$0.05 at close Feb. 28
|
| Market capitalization: | C$7.55 million
|
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