Today we announced the closing of the 19.5 million dollar financing (see October 18, 2007 news release) led by GMP of Toronto, Canada. We are delighted to be including institutional investors to our shareholder base and look forward to growing the company with their additional support.
I've included a letter that GMP sent to all subscribers of this financing as it relates to a final step in the money arriving in our account that I think you should understand. It is a simple yet, important step that we must take, as our share capital "limit" was 100,000,000 shares and this financing takes us over that limit. Simply stated, we need to convene a Special General Meeting to approve "unlimited share capital" to facilitate this financing. We were at 70,000,000 at the beginning of September and the discovery hole has accelerated our growth so quickly, that we did not have time to make this change ahead of the financing decision. Every subscriber of the financing has signed on to this. The money is in escrow and they have a receipt for their shares (units) that will be redeemed for the VMS certificates after the meeting to be held Dec 11, 2007.
Please take a moment with the letter below and do link to the website to read today's press release if you have not done so already.
I would like to compliment our legal team and the financing syndicate for their unwavering support in creating a simple solution and ensuring the financing can go ahead.
Best Regards,
Rick Mark
CEO & Chairman
Dear President's List Subscribers,
GMP has described (below) the circumstance that has created the need for one more signature.
"During the course of this financing, it was discovered that the Company has articles of amendment which provide for a limited authorized capital of 100,000,000 common shares. Such a limited authorized capital was common place for British Columbia companies like the Company prior to the adoption of the new Business Corporations Act (British Columbia). Since the adoption of that Act, most BC companies have amended their articles to provide for authorized capital of an unlimited number of common shares, however the company has not yet done so. It has been determined that with the number of shares and convertible securities currently outstanding, the Company has insufficient authorized capital left to issue the shares under the private placement.
Accordingly, the terms of the offering have been amended to provide that the Company will issue subscription receipts exercisable for the units and flow-through shares that were to have been issued under the offering. The subscription receipts will be automatically exercised for the units and flow-through shares once the Company has called a special meeting of its shareholders for December 11, 2007 for this purpose. The proceeds from this offering (less [one half of] the agent's commission and expenses will be placed in escrow and in the event that articles of amendment have not been filed by December 31, 2007, the subscription receipts will be repurchased by the Company.
Thank You,
Rick Mark
CEO & Chairman
VMS ANNOUNCES COMPLETION OF A PRIVATE PLACEMENT
Vancouver, B.C. November 7, 2007. VMS Ventures Inc. (TSX.V: VMS) (the "Company") is pleased to announce that it has closed its brokered private placement previously announced by a news release dated October 18, 2007, which was completed by a syndicate of agents led by GMP Securities L.P. and including Evergreen Capital Partners Inc., Jennings Capital Inc. and First Canadian Capital Markets Ltd. (the "Agents") (the "Offering"). CLICK HERE TO READ MORE
For further information, Phone (604) 986-2020 or Toll Free 866 816 0118
or visit our website www.vmsventures.com