Memex’s Senior Management and Directors Exercise Out-of-the-Money Warrants to Fund Anticipated Early Payout of BDC
Early Payout Reduces Future Interest and Royalty Payments
BURLINGTON, ON–(Marketwired – Jun 21, 2016) – Memex Inc. (“Memex” or the “Company”) (TSX VENTURE: OEE), a global leader in Industrial Internet of Things (IIoT) manufacturing productivity software, today announced it has come to an agreement in principal for the early settlement of its debt obligation to the Business Development Bank of Canada (the “BDC”). Funding for the pay-out will come primarily from Company’s Senior Management and Directors, who have collectively agreed to exercise $196 thousand of $0.16 warrants that were set to expire. The early pay-out removes uncertainty over the bonus interest payment, which would have been due at loan maturity (Feb 2018), and also halts royalty interest payments.
In exchange for repayment of the outstanding principal (currently $168 thousand) over the next three months, an interest rate differential payment of $9 thousand, and the negotiated bonus interest payment of $103 thousand, the BDC has agreed to release its security and conclude its lending arrangement with Memex. That arrangement would have seen the Company continue to pay principal plus interest at 9% in addition to royalty interest (of 1% of each year’s annual sales) and the unknown future bonus interest (2.3% of the Company’s fair value) at the maturity of the loan. Closing is subject to the execution of definitive documentation and is expected to occur on or about June 27, 2016.
“With our future potential we believed it was in the company’s and our investors’ best interest to negotiate the best outcome possible with the BDC right now,” expressed Company CFO Ed Crymble, in reaction to the decision to take out the BDC’s loan position. “The BDC’s bonus interest payment, which would have been based on Memex’s value at maturity, could have been for substantially more than what we agreed to today. Management as well as Company Directors backed up their decision and their belief in Memex’s future by agreeing to pay more than $40 thousand over current trading value with the exercise of their warrants.”
About Memex Inc.
MEMEX Inc., the developer of MERLIN, an award winning IIoT technology platform that delivers tangible increases in manufacturing productivity in Real-Time, is the global leader in machine to machine connectivity solutions. Committed to its mission of “Successfully transforming factories of today into factories of the future” and encouraged by the rapid adoption and success of MERLIN, MEMEX is relentlessly pursuing the development of increasingly innovative solutions suitable in the IIoT era. MEMEX envisions converting every machine into a node on the corporate network, thereby, creating visibility from shop-floor-to-top-floor. MEMEX, with its deep commitment towards machine connectivity, offers solutions that are focused on finding hidden capacity by measuring and managing Real-Time data. This empowers MEMEX’s customers to effectively quantify and manage OEE, reduce costs and incorporate strategies for continuous lean improvement. For more information, please visit: www.MemexOEE.com
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Cautionary Statement Regarding Forward-Looking Statements
All statements included in this press release that address future events are forward-looking statements. For example, statements related to the early pay-out of the BDC loan are forward-looking statements. While Memex and the Company have come to an agreement in principal for the early settlement of the Company’s debt obligation to the BDC, completion of that transaction is subject to the execution of definitive documentation and there can be no guarantee that the parties will execute such definitive documentation or that closing will occur on or about June 27, 2016 or at all. Further, statements related to the future potential of the Company or the Company’s fair value at the maturity of the loan are forward-looking statements. There can be no guarantee regarding the future potential of the Company or the Company’s fair value at the maturity of the loan. These forward-looking statements reflect the Company’s current beliefs and are based on information currently available to the Company. These statements require the Company to make assumptions the Company believes are reasonable but that are subject to inherent risks and uncertainties. These risks include several of the factors discussed further under the “Risks and Uncertainties to the Company” section of the Company’s most recent interim MD&A available under the Company’s profile at www.sedar.com including risks related to: the Company’s history of losses and the ability to achieve or sustain profitability; the fact that the IIoT is a relatively new market; there being no assurance that cash flow from operations or debt or equity financing will be available to implement the Company’s growth strategy; the ability of the Company to retain key personnel; competition; protection of the Company’s intellectual property; failure to manage growth; and difficulties associated with sales forecasting, These risk factors are interdependent and the impact of any one risk or uncertainty on a particular forward-looking statement is not determinable. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized. These forward-looking statements are made as of the date of this press release. Except as required by applicable securities legislation, the Company assumes no obligation to update publicly or revise any forward-looking statements to reflect subsequent information, events, or circumstances.
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