TROIS-RIVIERES, Sept. 6 /CNW Telbec/ - GLOBEECOM INTERNATIONAL INC.
("GlobeeCom" or the "Company") (TSX Venture Exchange: GBC) announces a third
closing, as of today, of a private placement of convertible debentures of a
total amount of $575,000. The Company had announced on June 21 and August 15,
2005, the private placement of $150,000 in convertible debentures. The Company
has issued until now a total amount of $725,000 in convertible debentures.
In connection with this private placement, insiders of the Company have
subscribed, today, the following convertible debentures: (i) SociDetDe
Innovatech QuDebec ChaudiGere-Appalaches has subscribed a convertible debenture
of $150,000 in capital; it is now the holder of convertible debentures of a
total amount of $300,000, (ii) Alain Gourd Communications Inc., a company
controlled by Mr. Alain Gourd, Chairman of the Board, has subscribed a
convertible debenture of an amount of $25,000, and (iii) Mr. Erick Caron,
President and Chief Executive Officer of the Company, and his spouse,
Mrs. Anne Caron, have subscribed a convertible debenture of an amount of
$25,000. Three other persons who are not insiders have subscribed convertibles
debentures of a total amount of $375,000.
This debenture as well as any other additional debentures that may be
issued pursuant to this private placement will bear interest at an annual rate
of 15% and will mature two years after their respective issuance.
The holders of the debentures will have the right to convert, at their
entire discretion, and at any time until maturity date, in whole or in part,
the amount in principal of the debentures into Common Shares of the Company.
The conversion price of the Common Shares is equal to $0.18 per share of the
amount in principal. In the event that the Company does not respect its
undertakings toward the holder of debenture or if there is a default pursuant
to the debentures, the conversion price shall be equal to the lesser of the
conversion price or the average closing price of the Common Shares of the
Company at the TSX Venture Exchange or any other recognized Exchange at which
the Common Shares are listed for the ten (10) days preceding the conversion
notice less the maximum discount under the applicable Exchange policies, the
whole subject to the approval of the Exchange. In the event of the conversion
of all the convertible debentures totalizing $725,000, and assuming a
conversion price of $0.18 per share, a total number of 4,027,778 Common Shares
could be so issued.
Furthermore, in the event that GlobeeCom is able to complete, before the
maturity of the debentures, a placement of shares for an amount equal to or
higher than $2,500,000, at a price per share equal or higher than $0.18, the
Company will be able to convert, at the date of closing of such placement, the
whole principal amount of issued convertible debentures, at a conversion price
of $0.18.
Each one (1) dollar in principal amount of the debentures is accompanied
by five (5) warrants. Each such warrant may be converted into one (1) Common
Share of the Company at a price of $0.18 per share for a period of two years
after their respective issue. In the event of the conversion of all the
outstanding warrants, a total number of 3,625,000 Common Shares could be so
issued.
The Company also announces that Investissement Quebec has disbursed, as
of today, a first tranche of $125,000 pursuant to the granting of a maximum
loan of $350,000 announced on July 18, 2005. In consideration of the granting
of this loan, the Company has issued to Investissement QuDebec a total number
of 78,125 Common Shares. This loan is guaranteed by a hypothec on all of the
assets of the Company and, of its subsidiary, GlobeeCom Inc. All the Common
Shares and all other securities issued today are subject to a holding period
of 4 months beginning at the date of their issuance.
Mr. Erick Caron, President and CEO, has indicated that: "These two
financing and our new financial partners give GlobeeCom the possibility to
accelerate its development plan for the commercialization of its technologies
and will facilitate the conclusion of important strategic agreements that may
contribute to the increase of its revenues."
The Company also announces that it has granted, pursuant to its Share
Purchase Option Plan, a total number of 58,000 options to purchase a total
number of 56,000 Common Shares, for a period of 5 years, at a price of $0.18
per share. The beneficiaries of such options are all directors of the Company.
Mr. Alain Gourd, Chairman of the Board (42,000), Mrs. Carolyne Lassonde,
Secretary of the Company (2,000), Mrs. Jocelyne Pelchat (4,000), Mr. Jacques
GagnDe (4,000), Mr. Alain Dufour (2,000), and Mr. Ken Hepburn (4,000).
On June 21, 2005, the disinterested shareholders of the Company (within
the meaning of the Policies of the TSX Venture Exchange) have approved the
increase of the number of Common Shares that may be issued pursuant to options
granted or that may be granted in accordance with the Share Purchase Option
Plan to a number equal to 20% of the number of the Common Shares then issued
and outstanding as of the date of approval by the Board of directors of the
Company of such amendment. The number of options that may be granted pursuant
to the Share Purchase Option Plan changed from 1,728,357 to 3,456,713.
The number of Common Shares currently outstanding is 17,361,692 Common
Shares. A number of 1,772,284 Common Shares may also be issued pursuant to
outstanding. Furthermore, a total number of 3,625,000 Common Shares may be
issued in the event of the conversion of all the outstanding warrants and,
assuming a conversion price of $0.18 per share, 4,027,778 Common Shares may be
issued in the event of the conversion of all the convertible debentures.
About GlobeeCom
GlobeeCom International Inc. is a company specialized in the development
of on-line software solutions. Its mission: to market technological solution
in order to optimise organizational communication logistics over IP networks.
Established on both North American and European markets, GlobeeCom is
positioning itself as a strategic partner and service provider.
"TSX Venture Exchange Inc. accepts no liability regarding the relevance
or accuracy of this press release."
