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 sales@marleycoffee.com.
Forward-Looking Statements:
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.
Media: Mike Rosen or
Vanessa Giacoppo
516-767-9653
mike@bluewolfden.com
Vanessa@bluewolfden.com
Investors: Stuart T. Smith
512-267-2430
info@smallcapvoice.com
SOURCE Jammin Java Corp.