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Published on 5/23/2013 in the Prospect News PIPE Daily.

Timios inks economics and voting control agreement with YA Global

Deal includes $500,000 1.09% loan to YA Global, secured by preferreds

By Devika Patel

Knoxville, Tenn., May 23 - Timios National Corp. negotiated an agreement with YA Global Investments, LP that will enable Timios to limit YA Global's economics and voting control and preserve the value of its federal net operating loss tax carryforward. YA Global is a subsidiary of Yorkville Global Investments, LP.

Timios will lend YA Global $500,000 under the agreement, which will be structured as a 1.09% loan financing. The four-year loan matures on May 21, 2017, and is secured by 253,434 of Timios' series J preferred shares held by YA Global.

As part of the arrangement, Timios will retain the economics of the secured preferreds below $0.60 per preferred or greater than $0.78 per preferred on an as-converted basis.

The company may advance additional sums of at least $3.27 million to YA Global over a six-month period under the same terms and secured by the remaining preferreds held by YA Global.

"These transactions accomplish a number of objectives for Timios. They give Timios the ability over the next six months to further limit Yorkville's voting control to 9.9% as well as its economic benefits and they should protect company's valuable tax assets by reducing the likelihood of an ownership change under technical IRS rules," chairman and chief executive officer C. Thomas McMillen said in a press release.

The Arlington, Va., company provides real estate services to banks, financial institutions and mortgage lenders.


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