Jovian Completes $10 Million Private Placement

Jovian Completes $10 Million Private Placement Convertible Debenture and Approves Issuance of Additional $15 Million in a Bond offering

Jovian Capital Corporation announced that, subject to final regulatory approval, it has completed a $10 million private placement of convertible debentures (the “Debentures“) with a 6.25% coupon and a June 30, 2015, maturity date.

The Debentures are convertible at the holder’s option into common shares of Jovian at a price of $13.00 per share, subject to adjustment in certain reorganization events. In addition, the Debentures may be called for redemption after June 30, 2013, at Jovian’s option, if Jovian’s common stock trading price meets certain weighted averages, and may be called for redemption at Jovian’s option at any time after June 30, 2014. Jovian may also elect to satisfy, with the holders’ consent, its principal repayment obligations upon maturity or redemption, by delivering freely-tradable common shares of Jovian, subject to any required regulatory approval.

In addition to financing normal day-to-day working capital requirements and potential future acquisitions, proceeds from this transaction will be used primarily to repay a portion of Jovian’s existing $15 million credit facility with Edco Capital Corporation (“Edco”).

In addition, Jovian has entered into letters of intent to complete a $15 million brokered private placement of secured bonds (the “Bonds“) with an 8% coupon and a term of five years plus one day.

The bondholders will be issued, subject to regulatory approval, 12,000 common share purchase warrants (the “Warrants“) of Jovian for each $1 million of bonds issued, with an exercise price of $15.00 per share and a term of five years. Jovian expects to complete the Bond issue within the next 30 days.

Jovian intends to utilize the proceeds from this transaction to repay the remainder of the $15 million credit facility with Edco. Edco has also agreed to subscribe for $5 million of Bonds as part of this transaction and, as a result, will receive 60,000 Warrants.

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