TORONTO, Sept. 25 /CNW/ - Fareport Capital Inc. (TSX-V: CAB) ("Fareport")
today announced that it proposes to restructure its affairs, settle
outstanding litigation, complete a conversion of substantially all of its
current debt obligations, a consolidation of its issued and outstanding common
shares and a private placement financing of its common shares, all subject to
shareholder and regulatory approval.
Fareport proposes to enter into a financing transaction with an investor
(the "Investor") whereby the Investor will make a $2,800,000 commitment to
acquire certain existing debt and new common shares of Fareport. Specifically,
the Investor will first advance Fareport $200,000 by way of an unsecured
subordinated loan bearing interest at 12% per annum, evidenced by a
convertible promissory note, to be used as working capital (the "Advance").
Next, the Investor will acquire from current holders certain pre-existing
debentures, promissory notes and other indebtedness of Fareport having a face
value (including principal and interest) of approximately $3,076,083.64 (the
"Prior Loans"). Fareport then proposes to complete a 100:1 share
consolidation, following which the Prior Loans will be converted into common
shares of Fareport, as described below. The Investor will then purchase
approximately $1,130,838 worth of common shares of Fareport issued from
treasury at the Conversion Price (defined below). It is anticipated that the
Investor will instruct Fareport to register the shares issuable upon the
conversion of the Prior Loans in the names of certain shareholders of the
Investor. Finally, Fareport proposes to create and issue to the Investor
$100,000 worth of first convertible preferred shares such that the Investor
will, after those preferred shares are converted into common shares, own for
its own account 60% of the issued and outstanding common shares of Fareport.
As a result of the transactions, the Investor would become the controlling
shareholder of Fareport. The terms of the transaction have been set out in a
binding commitment letter and term sheet (the "Commitment Letter"), which, it
is anticipated, will be superceded by definitive detailed documentation.
Pursuant to the Commitment Letter, Fareport will seek the agreement of
the creditors under the Prior Loans to settle, in full and final satisfaction,
the Prior Loans in exchange for the sale of such Prior Loans to the Investor
for cash. This settlement is also expected to include a settlement of all
outstanding litigation involving Fareport (see prior news releases for
details). The "Conversion Price" will be $2.50 on a post-consolidation basis,
being the price per share equal to eighty (80%) percent of $0.025, the closing
price of the common shares on September 21, 2006, the last trading day
preceding the execution of the Commitment Letter, adjusted to reflect the
Share Consolidation described above.
In order to complete these transactions, the outstanding litigation must
be settled and prior shareholder approval of (a) the consolidation of
Fareport's common shares on a one hundred "old" common shares for one "new"
common share basis (the "Share Consolidation"), (b) the terms of conversion of
the Prior Debt, (c) the issuance of Common Shares from treasury and (d) the
creation of a new class of preferred shares of Fareport must be obtained.
Prior TSX Venture Exchange approval is also required to complete the above
transactions. The Company covenants to hold a special meeting of its
shareholders to approve these matters within 75 days of the Advance closing.
These transactions are also subject to the Investor being satisfied with its
due diligence investigations of Fareport, acting reasonably, such condition to
be satisfied or waived by the Investor by October 23, 2006.
Also, Fareport wishes to provide an update with regards to its compliance
with Ontario Securities Commission (the "OSC") Policy 57-603. In addition to
the foregoing, and further to the press release of September 22, 2006,
Fareport is up-to-date with respect to its financial statements and management
reporting. The temporary management and insider cease trade order (the "MCTO")
imposed pursuant to OSC Policy 57-603 continues to be in effect. The MCTO
prohibits present and certain past directors, officers and insiders of
Fareport from trading in securities of Fareport.
Fareport will continue to provide updates on these and related matters in
accordance with OSC Policy 57-603.
Fareport Capital currently operates the Crown Taxi and Olympic Taxi
brokerages and dispatch operations in the city of Toronto. The Crown Taxi
division dispatches to over 300 vehicles. In addition, through its Crown
Transportation and Trax Shuttle Services divisions, the Company also offers
charter transportation services.
Neither the TSX Venture Exchange, nor any other Regulatory Authority has
approved or disapproved of the contents of this news release. Fareport cannot
guarantee that any forward-looking statements contained in this news release
will materialize. Nor is it possible for Fareport to commit itself to updating
information about risks and other factors pertaining to its business that
might appear in this or any other public disclosure documents.
