By Abigail W. Adams
Portland, Me., May 15 – Vogogo Inc. plans to sell C$30 million or 30,000 units consisting of a senior unsecured extendible non-redeemable convertible debenture and 1,000 warrants.
The convertible debentures will be priced at par, will have a coupon of 8% and will be convertible into 2,000 common shares representing a conversion price of C$0.50, according to a company news release.
Each warrant will have a strike price of C$0.70 and will expire in two years.
Canaccord Genuity Corp. is the bookrunner for the offering, which is being marketed by way of a short form prospectus in Ontario, British Columbia and Alberta and certain other jurisdictions outside of Canada and the United States.
The deal carries a greenshoe of C$4.5 million or 4,500 units. The units may be offered in the United States on a private placement basis.
The initial maturity of the convertible debentures will be the earlier of either Nov. 30, 2018 or the date the company terminates its acquisition of 14,000 cryptocurrency mining machines plus supporting infrastructure.
If the acquisition is terminated, holders of the convertible debentures will receive 104% of the issue price and will retain ownership of the warrants in each unit.
The maturity date will extend to June 30, 2020 if the acquisition is completed on or before the initial maturity date of Nov. 30, 2018.
If the maturity date is extended, the company has the option to repay the convertible debentures by delivering common shares equal to 95% of the volume weighted average trading price of the common shares on the Canadian Securities Exchange.
Proceeds will be used to fund the acquisition of the cryptocurrency mining machines and for general corporate purposes.
Vogogo is a Calgary, Alta.-based technology services provider.
| Issuer: | Vogogo Inc.
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| Securities: | Units consisting of senior unsecured extendible non-redeemable convertible debentures and 1,000 warrants
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| Amount: | C$30 million or 30,000 units
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| Greenshoe: | C$4.5 million or 4,500 units
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| Maturity: | Initial maturity date Nov. 30, 2018, final maturity date June 30,2020
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| Bookrunners: | Canaccord Genuity Corp.
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| Coupon: | 8%
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| Price: | Par
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| Conversion price: | C$0.50
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| Conversion rate: | 2,000
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| Call options: | Non-callable
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| Warrant strike price: | C$0.70
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| Warrant expiration: | Two years
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| Pricing date: | May 15
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| Settlement date: | June 15
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| Stock symbol: | CSE: VGO
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| Stock price: | C$0.48 at market close May 15
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| Market capitalization: | C$63.6 million
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