Marley Coffee Secures Up to $4 Million of Additional Funding to Support Continued Growth
LOS ANGELES, Aug. 2, 2012 /PRNewswire/ -- Jammin Java Corp. (OTCBB: JAMN), which does business as Marley Coffee, a sustainably grown, ethically farmed and artisan roasted gourmet coffee, today announced that it has closed on agreements with two financial institutions — TCA Global Credit Master Fund and Fairhills Capital Management — that will provide the company with access to up to $4,000,000 ($4 million) of new funding. Jammin Java ("the Company") intends to use the new financing to support North American and international expansion of Marley Coffee as well as for other general corporate purposes.
"We are very pleased to have TCA and Fairhills join the Marley Coffee movement as we continue to build our business and strengthen our company," said Rohan Marley , chairman, Marley Coffee. "We look forward to another year of growth as we establish new channels of distribution for our products."
"As we outlined in our Corporate Update in June, we've had a year of important milestones as we work to increase our market share and bring the Marley Coffee brand and products to customers worldwide," said Brent Toevs , CEO, Marley Coffee. "The reality is that we are executing on numerous initiatives, and with this financing in place we plan to strategically increase our workforce to successfully implement these business-building programs and continue our growth and focus on delivering long-term value to shareholders. We are happy to be working with TCA and Fairhills to provide the financial flexibility and resources to build upon our momentum."
The Company has signed a Credit Agreement with TCA Global Credit Master Fund ("TCA"), which seeks to provide financing to small, growing, private and listed companies ("TCA"). The Credit Agreement provides the Company the right to borrow, from time to time, up to $2,000,000 ($2 million) from TCA, subject to the value of eligible accounts receivable the Company provides TCA the rights to in order to secure the repayment of the amounts borrowed under terms of the Credit Agreement. The Credit Agreement with TCA has a term of one year. For information about TCA Global Credit Master Fund, visit www.trafcap.com
The Company borrowed $350,000 (approximately $297,000 net after fees and closing costs) through the sale of a Revolving Note to TCA on July 19, 2012 pursuant to the Credit Agreement, which amount bears interest at the rate of 12% per annum and is payable on or before July 18, 2013. The Company also issued TCA $100,000 worth of shares of common stock as a fee in connection with the Credit Agreement, and agreed to issue TCA additional shares of common stock in the event the value TCA receives from the sale of the shares is less than $100,000. The Revolving Note and any future amounts we borrow under the Credit Agreement are secured by a security interest in substantially all of our assets.
Jammin Java has also entered into an equity line of credit Investment Agreement with Fairhills Capital Management ("Fairhills"), an investment management firm. The financing agreement allows the Company to issue and sell up to $2,000,000 worth of its common stock to Fairhills Capital. The Investment Agreement provides the Company the right to provide Fairhills a put notice and require Fairhills to purchase shares of the Company's common stock from time to time, up to a maximum number of shares equal to two hundred percent (200%) of the average daily volume (U.S. market only) of the Company's common stock for the ten (10) trading days prior to the applicable put notice date. The purchase price of shares to be paid by Fairhills for the shares purchased will be equal to a twenty percent (20%) discount to the average of the three (3) lowest bid prices during the ten (10) trading days immediately prior to Fairhills' receipt of the put notice. The Investment Agreement has a term of thirty-six (36) months after such date, unless earlier terminated in accordance with the Investment Agreement. Shares sold under the Investment Agreement are required to be registered with the SEC.
In addition, Jammin Java and Fairhills entered into a Securities Purchase Agreement, pursuant to which the Company agreed to sell and Fairhills agreed to purchase an aggregate of 625,000 shares of the Company's common stock (the "SPA Shares") for $75,000 (or $0.12 per share), in two closings of 312,500 shares each, with one closing occurring on the date the Securities Purchase Agreement was entered into and the second closing occurring on the date that the Company files an amended Registration Statement in response to SEC comments.
In connection with the Investment Agreement, the Company and Fairhills entered into a Registration Rights Agreement ("Registration Rights Agreement"). Under the Registration Rights Agreement, the Company will use its commercially reasonable efforts to file, within twenty-one (21) days of the date of the Agreement, a Registration Statement on Form S-1 covering the resale of the common stock subject to the Investment Agreement. The Company has agreed to use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC within one hundred and twenty (120) calendar days after the date of the Registration Rights Agreement. Fairhills has agreed to pay all costs and expenses associated with the Registration Rights Agreement. For more information about Fairhills Capital Management, visit www.fairhills.com.
Additional details regarding the Credit Agreement, Revolving Note, Security Agreement, Investment Agreement, Registration Rights Agreement and Securities Purchase Agreement and the terms and conditions thereof are available in the Company's 8-K filing with the Securities and Exchange Commission announcing and disclosing the transactions described above.
About Jammin Java
Jammin Java is a US-based company that provides premium, artisan roasted coffee to the grocery, retail, online, service, hospitality, office coffee service and big box store industries. Under its exclusive licensing agreement with 56 Hope Road, the Company continues to develop its coffee lines under the Marley Coffee brand. All Marley Coffee products live up to the Rastafari standards of ITAL, standing for all things Pure, True and Vital. A portion of all sales of Marley Coffee supports the Kicks for Cause Foundation. Started by Marley Coffee, Kicks for Cause aims to build playable soccer fields and soccer camps for children of coffee-producing communities in Jamaica.
Learn more at www.MarleyCoffee.com, visit the corporate website at www.JamminJavaCorp.com, join us on Facebook at http://www.facebook.com/MarleyCoffee, and follow us on Twitter at http://twitter.com/marleycoffee.
Learn more about other Marley Family ventures by visiting www.BobMarley.com, The House of Marley at www.thehouseofmarley.com, Marley Beverage Company at www.MarleyBeverages.com, and 1Love.org at www.1love.org.
For sales inquiries, please contact firstname.lastname@example.org.
This Press Release includes forward-looking statements. In particular, the words "believe," "may," "could," "should," "expect," "anticipate," "estimate," "project," "propose," "plan," "intend," and similar conditional words and expressions are intended to identify forward-looking statements. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These risks and others are included from time to time in documents we file with the Securities and Exchange Commission ("SEC"), including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on our future results. Accordingly, you should not place undue reliance on these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the Company. The Company's SEC filings are available at http://www.sec.gov.
Investors: Stuart T. Smith
SOURCE Jammin Java Corp.
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