|[January 28, 2013]
Liquid Nutrition Issues $1.3 Million of Convertible Debentures
TORONTO --(Business Wire)--
Liquid Nutrition Group Inc. (LQD:TSXV) is pleased to announce that it
has closed its previously-announced (see news release dated January 17,
2013) private placement of 5% unsecured convertible debentures due
December 31, 2013 (the "Debentures") in the aggregate principal amount
of $1,320,000 (the "Offering"), $1 million of which has been
subscribed for by a company controlled by Mr. David Bellisario, the new
Chief Operating Officer of the Corporation and $20,000 of which has been
subscribed for by Darren Stark, Director of the Corporation. The
Debentures are convertible into common shares of Liquid Nutrition (the
"Shares") at a conversion rate of $0.80 per share. The Debentures are
unsecured. Liquid Nutrition did not pay any commission or finder's fee
in connection with the closing of the Offering.
Pusuant to Multilateral Instrument 61-101 ("MI 61-101"), the
subscription by Mr. Bellisario and Mr. Stark is a "related party
transaction". Liquid Nutrition is exempt from the formal valuation
requirement of MI 61-101 in connection with the subscription in reliance
on sections 5.5(a) and 5.5(b) of MI 61-101 as the fair market value of
the subscription does not exceed 25% of Liquid Nutrition's market
capitalization and no securities of Liquid Nutrition are listed or
quoted for trading on the Toronto Stock Exchange, the New York Stock
Exchange, the American Stock Exchange, the NASDAQ Stock market or a
stock exchange outside of Canada and the United States. Additionally,
Liquid Nutrition is exempt from obtaining minority shareholder approval
in connection with the foregoing subscription in reliance on section
5.7(1)(a) of MI 61-101 as the fair market value of the subscription does
not exceed 25% of Liquid Nutrition's market capitalization.
As required by applicable securities legislation, the Debentures, as
well as any common shares issuable upon the conversion thereof, are
subject to a hold period expiring on May 29, 2013.
To receive Company news via email, contact firstname.lastname@example.org
and mention "Liquid Nutrition news" in the subject line.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
has reviewed this release and neither accepts responsibility for the
adequacy or accuracy of this release.
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