Eight Solutions Announces Debt Conversion
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BRITISH COLUMBIA, July 28, 2015 – Eight Solutions Inc. (CSE: ES) (“Eight Solutions” or the “Company”) is pleased to announce that on July 28, 2015 it has entered into an agreement to convert an aggregate of $2,923,869 of indebtedness owed to the Company’s CEO, Rory Armes, through the issuance of 2,847,738 common shares at a deemed issuance price of $0.50 per common share and an unsecured convertible debenture in the principal amount of $1,500,000 with a maturity date of January 27, 2018 subject to any earlier conversion of the outstanding amount in accordance with the terms of the debenture. Under the terms of the debenture, the terms of remaining outstanding balance of the indebtedness owed to Mr. Armes in the amount of $1,500,000 have been amended such that the previous demand loan bearing interest at 7.5% payable quarterly has been reduced to an interest rate of 6% payable monthly and all amounts outstanding under the loan are convertible into common shares of the Company at a conversion price of $0.55 per common share. All securities issued in connection with the debt conversion transaction will be subject to a four month statutory hold period.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the shares for debt transaction constitutes a “related party transaction” as a related party of the Company will receive 2,847,738 common shares of the Company in connection with the debt conversion and a convertible debenture which entitles the holder to convert the principal into an additional 2,727,728 common shares. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, based on the fact that the securities of the Company are only listed on the Canadian Securities Exchange and the determination that the fair market value of the transaction, insofar as it involves related parties, does not exceed 25% of the market capitalization of the Company. A material change report will be filed less than 21 days before the closing date of the transaction. This shorter period is reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Eight Solutions
Eight Solutions Inc. is a technology company led by a team of gaming industry veterans. The Company creates and develops elegant software where science and art are brought together to solve business challenges. Eight’s portfolio includes Cumul8, a data analytics and visualization solution; Reelhouse, an online entertainment distribution community; and an award winning 3D technology division. For more information, visit
www.eightsolutions.com.On Behalf of the Board of Directors
“Rory Armes”
Rory Armes
Chief Executive Officer and Director
The CSE does not accept responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Except for statements of historical fact, this news release contains certain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” occur and include statements regarding the anticipated debt settlement with Roderick Armes. Although Eight believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including (i) adverse market conditions; (ii) the inability of the Company to complete the debt settlement at all or on the terms announced; (iii) the failure to receive any required regulatory approvals for the settlement, and (v) the risk factors described in the Company’s Management Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2015. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.
For more Information, please contact:
Danielle Rockel
Vice President of Corporate Affairs
Danielle@eightsolutions.com
Suite 100, 138 East 7th Avenue
Vancouver, British Columbia, V5T 1M6
Phone: (604) 669-8885
Fax: (604) 669-8855
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