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EXC

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Share Name Share Symbol Market Type
TSXV:EXC TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Essex Angel Capital Inc. Announces Private Placement and Further Investment in Wellness Indicators, Inc.

23/01/2012 9:34pm

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES


Essex Angel Capital Inc. (TSX VENTURE:EXC) (the "Corporation") is pleased to
announce a non-brokered private placement (the "Private Placement") of up to
10,000,000 Units in the capital of the Corporation (the "Units") at a price of
$0.05 per Unit for gross proceeds of up to $500,000. Each Unit consists of one
common share in the capital of the Corporation (a "Common Share") and one Common
Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder
thereof to purchase one Common Share (a "Warrant Share") at an exercise price of
$0.10 at any time prior to 5:00 p.m. (Toronto time) on the day that is 18 months
from the closing date of the Private Placement. The Common Shares and the
Warrants Shares will be subject to a four month hold period in accordance with
applicable Canadian securities laws. The Private Placement is subject to the
approval of the TSX Venture Exchange. The net proceeds of the Private Placement
will be used to identify, evaluate and fund investments and for working capital
and general corporate purposes. The Corporation may pay finder's fees in
connection with the Private Placement of up to 10%. The Private Placement is
scheduled to close on or about February 16, 2012.


The Corporation is also pleased to announce that it acquired on January 20, 2012
one unit (the "Unit") of Wellness Indicators, Inc. ("Wellness"). The Unit
consists of US$100,000 principal amount of 8.0% subordinated secured debentures
(the "Debentures") and 100,000 warrants entitling the Corporation, for seven
years following the issuance date thereof, to purchase 100,000 common shares of
Wellness at a price of US$3.50 per share. The Debentures mature on the date that
is the earlier of: (i) October 20, 2012; and (ii) the date on which Wellness
closes an offering of US$3,000,000 principal amount of subordinated securities
debentures (the "Maturity Date"). Wellness has the right to extend the Maturity
Date for a period of nine months, in which case the Debentures will carry an
interest rate of 10% for such nine-month period.


The purchase by the Corporation of the Debentures added to its existing holdings
in Wellness consisting of US$1,000,000 aggregate amount of 6.0% subordinated
secured convertible debentures, convertible in whole or in part, into common
shares of Wellness (the "Wellness Shares") at a conversion price of US$3.25 per
share and warrants entitling the Corporation to acquire 170,221 Wellness Shares
at a price of US$3.25 per share.


This news release does not constitute an offer to sell or solicitation of an
offer to sell any of the Common Shares in the United States. The Common Shares
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 a U.S. Person unless
registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.


This press release contains certain forward-looking statements about the
Corporation's future plans and intentions. Wherever possible, words such as
"may", "will", "should", "could", "expect", "plan", "intend", "anticipate",
"believe", "estimate", "predict" or "potential" or the negative or other
variations of these words, or similar words or phrases, have been used to
identify these forward-looking statements. These statements reflect Management's
current beliefs and are based on information currently available to management
as at the date hereof. Forward-looking statements included or incorporated by
reference in this press release include statements with respect to proposed
terms of, and the intended use of proceeds of, the Private Placement


Forward-looking statements involve significant risk, uncertainties and
assumptions. Many factors could cause actual results, performance or
achievements to differ materially from the results discussed or implied in the
forward-looking statements. These factors should be considered carefully and
readers should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in this press release are
based upon what management believes to be reasonable assumptions, the
Corporation cannot assure readers that actual results will be consistent with
these forward-looking statements. These forward-looking statements are made as
of the date of this press release, and the Corporation assumes no obligation to
update or revise them to reflect new events or circumstances, except as required
by law.


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