|By Marketwired .||
|March 21, 2014 05:08 PM EDT||
LUGANO, SWITZERLAND -- (Marketwired) -- 03/21/14 -- Bertrand des Pallieres announces that pursuant to an offering of rights (the "Rights Offering") by Versatile Systems Inc. (the "Issuer") to holders of its common shares ("Common Shares"), the Offeror has acquired 3,391,875 newly issued Common Shares (the "Rights Offering Shares") at a purchase price of Cdn$0.02 per Common Share.
Mr. des Pallieres further announces that pursuant to the terms of a standby guarantee agreement (the "Guarantee") between Mr. des Pallieres and the Issuer made in connection with the Rights Offering, he has acquired 27,754,640 newly issued Common Shares (the "Standby Shares") at a purchase price of Cdn$0.02 per Common Share. The entire payment of the aggregate subscription proceeds of Cdn$555,092.80 for the Standby Shares (the "Standby Share Proceeds") has been satisfied by reducing the amount of a bridge loan outstanding owing from the Issuer to Mr. des Pallieres by way of the pre-payment of that portion of the bridge loan equal to the Standby Share Proceeds.
Following the transaction, 44,814,015 Common Shares are held directly by Mr. des Pallieres and 19,500,000 Common Shares are held indirectly by Mr. des Pallieres through Lansdowne Capital S.A., being, in the aggregate, approximately 32.71% of the current issued and outstanding Common Shares.
In consideration for the Guarantee, Mr. des Pallieres was granted 7,757,383 non-transferable Common Share purchase warrants (the "Standby Warrants"). Each whole Standby Warrant entitles the holder to acquire one Common Share at an exercise price equal to: (a) $0.05 per share, if exercised prior to the Issuer's previously announced 10 for 1 consolidation (the "Consolidation"); and (b) $0.20 if exercised after the Consolidation. The Standby Warrants will expire on September 21, 2014.
The securities were acquired for investment purposes. Mr. des Pallieres may take such further actions in respect of his holdings as he may deem appropriate in light of the circumstances then existing, including acquiring ownership or control over additional Common Shares or other securities of the Issuer or the disposition of all or a portion of his holdings in the open market or in privately negotiated transactions.
The acquisition of the Rights Offering Shares and the Standby Shares was carried out in accordance with and in reliance on the "Rights Offering" and "Accredited Investor" exemptions in sections 2.1 and 2.3, respectively, of National Instrument 45-106 - Prospectus and Registration Exemptions, which exempts the transfer and issue of such securities from the prospectus requirements of applicable securities law.
For further information and to obtain a copy of the early warning report to be filed under applicable Canadian securities laws in connection with the foregoing matters, please see the Issuer's profile on SEDAR at www.sedar.com.
Bertrand des Pallieres
Via Campo Marzio 1
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