Armor Designs, Inc. Clarification - Share Subscrptn & Credit Facility (2187Q)

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RNS Number : 2187Q

Armor Designs, Inc.

28 August 2014

28 August 2014

Armor Designs, Inc.

Clarification of details of Share Subscription and Credit Facility

TEMPE, ARIZONA - August 28, 2014 - Armor Designs, Inc. (LSE: ADID)("Armor" or the "Company"), a leading designer, integrator and manufacturer of armor solutions for military, government and commercial use, today announces a clarification of the details of the share subscription of 66,667 new common shares of US$0.001 each in the Company at a price of US$15 per share Company (the "Share Subscription"), and the $767,070 credit facility provided by Robert Elizondo, Chairman of the Company, ("Credit Facility") as previously announced on 6 May 2014.

Share Subscription

The Company announced on 6 May 2014 that it had closed a fundraising for US$1 million through the subscription of 66,667 new common shares. The Board wishes to clarify that the Share Subscription comprised a number of separate share subscriptions pursuant to agreements entered into by the Company at the time that funds were advanced as follows:

 
 Date            Subscriber(s)          No of new common   Price per share   Proceeds ($) 
                                         shares             ($) 
--------------  ---------------------  -----------------  ----------------  ------------- 
 2 July 2013     Mr. Robert Elizondo    16,667             15                250,000 
--------------  ---------------------  -----------------  ----------------  ------------- 
 19 September 
  2013           Mr. Robert Elizondo    10,000             15                150,000 
--------------  ---------------------  -----------------  ----------------  ------------- 
 1 November 
  2013           Mr. Robert Elizondo    10,000             15                150,000 
--------------  ---------------------  -----------------  ----------------  ------------- 
 1 November 
  2013           Mr. Robert Elizondo    6,667              15                100,000 
--------------  ---------------------  -----------------  ----------------  ------------- 
 22 April 
  2014           Subscribers*           23,334             15                350,000 
--------------  ---------------------  -----------------  ----------------  ------------- 
 

* Including Mr. Robert Elizondo who subscribed for 6,667 new common shares

Credit Facility

As referred to in the Company's full year accounts to 31 December 2013, the funds advanced in relation to the Credit Facility were provided by Mr. Elizondo on 27 November 2013 pursuant to a promissory note entered into at that time. The Credit Facility has a one-year renewable term from 27 November 2013, at an annual interest rate of 5.0%, with no pre-payment penalty, and is collateralized by assets in the Company, in the form of a UCC-1 filing and a security agreement. Under the terms of the promissory note, the Credit Facility will be due and payable at the earliest of the term of the note, a capital financing event in excess of $1m or a stock liquidation in excess of $1m. In addition Mr. Elizondo retains the ability to convert all or part of the Credit Facility into new common shares in the Company at a price of $15 each ("Conversion Shares") as well as being granted an option such that in the event that the Company issues any new common shares as part of a further fundraising in excess of $25m prior to 27 November 2018 ("Further Fundraising"), Mr. Elizondo will have the option to subscribe for new shares equal to the number of Conversion Shares at a 75 per cent. discount to the price at which the Further Fundraising is carried out.

Mr. Elizondo has confirmed to the Company that should the Company not be in a position to repay the Credit Facility as at 27 November 2014 he will extend the Credit Facility for a further year or convert the Credit Facility into shares in the Company in accordance with the terms set out above.

For further information please contact:

   Dennard Lascar Associates, LLC.                                                Tel: [phone] 

M. Carol Coale

[e-mail]

Ken Dennard

[e-mail]

   Armor Designs, Inc.                                                        Tel: [phone] 

David L. Oliveira

   S. P. Angel Corporate Finance LLP                            Tel: [phone] 

Stuart Gledhill

Tercel Moore

About Armor Designs, Inc.

Armor Designs, Inc. (ADI) is a knowledge-based, technology-innovation company that develops and manufactures the highest quality, lightest and most cost-effective armor solutions to serve the military, government and commercial sectors on a global basis. We are an international company headquartered in Phoenix, Arizona, and our commitment to state-of-the-art innovation is driven through the application of our patented Volumetrically Controlled Manufacturing (VCM) methodologies. VCM is a unique, integrated design and manufacturing approach that optimizes parts and systems by varying the size, shape, topology and material properties of the constituent materials in the armor allowing for rapid design and manufacturing of advanced composite materials. This methodology eliminates the trial-and-error approach and instead provides a robust platform for a rapid development of armor solutions that can be tailored for any application.

The Report and Accounts will shortly be available on the Company website, www.armordesigns.com. Please also refer to our Annual Report for complete financial statements.

For more information, please visit the Armor Designs web site at www.armordesigns.com.

Safe Harbor Statement and Disclaimer

This news release includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward looking words including "may," "expects," "projects," "anticipates," "plans," "believes," "estimate," "should," and certain of the other foregoing statements may be deemed forward-looking statements. Although Armor Designs believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company.

Electronic versions of the materials you are seeking to access are being made available on this website by Armor Designs, Inc. ("Armor Designs") pursuant to the AIM rules for companies published by the London stock exchange as a consequence of the fact that the common shares of armor designs are admitted to trading on the AIM market of the London Stock Exchange.

Non-U.S. persons

These materials are not directed to nor are they intended for access by persons located or resident in the United States. None of the securities of Armor Designs discussed or referred to in the materials you are seeking to access have been registered under the US securities act 1933, as amended ("securities act") and may not be offered, sold, pledged or otherwise transferred except (1) in an offshore transaction meeting the requirements of rule 903 or rule 904 of regulation S under the securities act, (2) pursuant to an effective registration statement under the securities act, or (3) pursuant to an available exemption from the registration requirements of the securities act, in each case in accordance with all applicable securities laws.

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