6 May 2014
Armor Designs, Inc.
Issue of Equity, Director's Dealing, Related Party Transaction
Armor Designs Inc., (AIM: ADID), the knowledge-based designer and manufacturer of composite armour products, is pleased to announce that it has closed a fundraising, on 30 April 2014, by which the Company has raised US$1,000,000, before expenses, through the subscription of 66,667 new common shares (the "Subscription") of US$0.001 each in the Company (the "Subscription Shares") at a price of US$15 per Subscription Share (the "Subscription Price").
One of the investors (the "Investors") is Robert Elizondo, a non-executive director of the Company, who is investing US$750,000. Following admission of the Subscription Shares to trading on AIM, Robert Elizondo's total shareholding will be 400,000 or 1.41% of the enlarged issued share capital. In addition, Mr. Elizondo has granted the Company a $767,070 credit facility, for which, the use of proceeds of the credit facility is non-discretionary and restricted for specific short-term working capital needs, for sustaining current operations, creditor debt, and overhead costs. Under the terms of the credit facility, Armor Designs, LLC is extended a one-year renewable term, at an annual interest rate of 5.0%, with no pre-payment penalty, and it is collateralized by assets in the company, in the form of a UCC-1 filing and a security agreement. Under the AIM Rules, Mr. Elizondo's financing support constitutes a related party transaction and was structured consistent with terms previously created in consultation with the Company's Nominated Advisor. In accordance with the AIM Rules, the directors, independent to the transaction, have determined the terms of the transaction are fair and reasonable, and, in the best interest of the shareholders.
As a condition of the Subscription, the Company has agreed with the Investors that in the event the Company issues any shares in the capital of the Company as part of a further fundraising at a price less than the Subscription Price (the "Lower Price") prior to 1 May 2019, the Investors will have the option to subscribe at par (being US$0.001 per share), for such number of additional shares as they would have received had the subscription price per share at Closing been at the Lower Price rather than the Subscription Price. Furthermore, the Investors will have the option to purchase an equal number of shares at a share price of US$0.01 per share prior to 1 May 2019.
The use of proceeds of the Subscription is non-discretionary and restricted for specific short-term working capital needs, for sustaining current operations, creditor debt, and overhead costs. Application has been made for the Subscription Shares, which will rank pari passu in all respect with the existing ordinary shares, to be admitted to trading on AIM, with dealings in the Subscription Shares expected to commence at 8.00am on 14 May 2014.
Further to this Subscription, the Company has also issued an additional 1,000,000 ordinary shares of Company stock into its treasury. These shares will be available, but not limited, to fulfill any unsettled trades and for placement purposes to assist in building a free float of Company shares.
|Armor Designs, Inc.|
|James A. St. Ville, President||Tel: +1 520 329 7686|