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FRN Feronia Inc

0.035
0.00 (0.00%)
26 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Feronia Inc TSXV:FRN 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% 0.035 0.015 0.04 0 01:00:00

Feronia Inc. Completes First Tranche of Previously Announced Brokered Private Placement

24/07/2012 2:39pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Feronia Inc. ("Feronia" or the "Company") (TSX VENTURE:FRN) today announced that
it has completed the first tranche of its previously announced brokered private
placement (the "Offering") for gross proceeds of approximately Cdn.$4,800,000.


In connection with the closing of the first tranche of the Offering, the Company
entered into an agency agreement (the "Agency Agreement") with Macquarie Private
Wealth Inc. and Renaissance Securities (Cyprus) Limited (the "Agents"). Under
the Agency Agreement, the Agents also have the option to solicit and accept
subscriptions for up to an additional 15% of the maximum Offering, exercisable
in whole or in part up to 30 days following the final closing of the Offering.


Feronia issued two types of securities to purchasers in the first tranche of the
Offering. The Company received gross proceeds of Cdn.$3,679,000 pursuant to the
issuance of 3,679 units (each, a "Debenture Unit"), with each Debenture Unit
consisting of one Cdn.$1,000 principal amount 12.0% convertible unsecured
subordinated debenture (a "Debenture") and 1,667 common share purchase warrants
(each, a "Warrant"). The purchase price for each Debenture Unit was Cdn.$1,000.


Feronia also issued 11,110,400 common shares in the capital of the Company
(each, a "Common Share"), for aggregate gross proceeds of Cdn.$1,111,040, at a
purchase price of Cdn.$0.10 per share.


The Debentures bear interest at 12.0% per annum, payable semi-annually on the
last day of June and December of each year, commencing on December 31, 2012, and
are due and payable on July 24, 2017 (the "Maturity Date"). The principal amount
of the Debentures is convertible at the holder's option into Common Shares at
any time prior to the close of business on the Maturity Date, at a conversion
price of Cdn.$0.175 per share, being a ratio of 5,714 Common Shares per
Cdn.$1,000 principal amount. The Debentures are governed by a trust indenture
which includes customary adjustment provisions to the conversion price.


Each whole Warrant entitles the holder thereof to purchase one Common Share at a
price of Cdn.$0.30 per share until July 24, 2014.


At the closing, the Agents received an aggregate cash commission equal to 7% of
the gross proceeds of the first tranche of the Offering and non-transferable
options ("Agents' Options") to acquire an aggregate of 1,124,664 Common Shares
at a price of Cdn.$0.175 per share until July 24, 2014. The Company also issued
warrants to acquire an aggregate of 597,400 Common Shares, on terms equivalent
to the Agents' Options, as a finder's fee to certain finders in connection with
the first tranche of the Offering.


All securities issued in connection with the first tranche of the Offering are
subject to a statutory hold expiring on November 25, 2012, in accordance with
applicable securities legislation. Feronia has agreed to apply to list the
Debentures and the Warrants on the TSX Venture Exchange following the completion
of such hold period.


Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"), the Offering constitutes a
"related party transaction" as an insider of the Company subscribed for an
aggregate of 550 Debenture Units in the first tranche, or 14.9% of the total
number of Debenture Units issued pursuant to the first tranche. The Company is
relying on exemptions from the formal valuation and minority approval
requirements of MI 61-101, based on a determination that the securities of the
Company are only listed on the TSX Venture Exchange and that the fair market
value of the first tranche, insofar as it involves interested parties, does not
exceed $2,500,000 and/or 25% of the market capitalization of the Company at the
time the Offering was initially announced. The Offering was approved by all of
the independent directors of the Company.


The proceeds from the Offering will be used by Feronia for working capital and
capital expenditure purposes.


"We are pleased to close the first tranche of this Offering and look forward to
concluding the financing in the coming days" said Ravi Sood, Executive Chairman.
"We are very encouraged and appreciative of the support of our existing
shareholders and the participation of management and the Board of Directors in
this Offering" concluded Mr. Sood.


Feronia has received additional indications of interest and expects to complete
further tranches of the Offering on the same terms.


About Feronia Inc.

Feronia is a large-scale commercial farmland and plantation operator in the DRC.
The Company uses modern agricultural practices to operate and develop its oil
palm plantations and arable farming business division. Feronia believes in the
immense agricultural potential of the DRC for high-quality foodstuffs and edible
oils given its ideal climate, excellent soil and highly skilled and experienced
workforce. Feronia's management team is comprised of senior agriculturalists
with extensive experience in managing both plantations and large-scale
mechanized farming operations in emerging markets. Feronia is committed to
sustainable agriculture, environmental protection and providing support for
local communities. For more information please see www.feronia.com.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities referred to herein in the United States or in
any jurisdiction where such offer or sale would be unlawful. The securities
referred to herein 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 or for the account or benefit of a "U.S. person" (as defined in Regulation S
under the U.S. Securities Act) absent registration or an applicable exemption
from the registration requirements of the U.S. Securities Act. No public
offering of securities is being made in the United States. Nothing in this
announcement constitutes an offer of securities for sale in any jurisdiction
where it is unlawful to do so.


Cautionary Notes

Except for statements of historical fact contained herein, the information in
this press release constitutes "forward-looking information" within the meaning
of Canadian securities law. Such forward-looking information may be identified
by words such as "anticipates", "plans", "proposes", "estimates", "intends",
"expects", "believes", "may", "will" and include without limitation, statements
regarding the use of proceeds of the Offering. There can be no assurance that
such statements will prove to be accurate; actual results and future events
could differ materially from such statements. Factors that could cause actual
results to differ materially include, among others: fluctuations in currency
exchange rates; a shift in commodity trends and demands; fluctuations in the
world market; and stock market volatility. Most of these factors are outside the
control of the Company. Investors are cautioned not to put undue reliance on
forward-looking information. Except as otherwise required by applicable
securities statutes or regulation, the Company expressly disclaims any intent or
obligation to update publicly forward-looking information, whether as a result
of new information, future events or otherwise.


The distribution of this announcement in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement comes are required by
each of the Company and the Agents to inform themselves about, and to observe,
any such restrictions.


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