Nuvolt Corporation Announces Completion of Debt Conversion and Private Placement
February 26 2014 - 6:06PM
Marketwired
Nuvolt Corporation Announces Completion of Debt Conversion and
Private Placement
LEVIS, QUEBEC--(Marketwired - Feb 26, 2014) - Nuvolt Corporation
Inc. ("Nuvolt") (TSX-VENTURE:NCO) is pleased to announce the
completion of its previously announced non-brokered private
placement of 40,000,000 units of Nuvolt (the "Units") at a price of
$0.05 per Unit to a group of investors comprised notably of AM
Total Investments (general partnership) ("AM Total"), an entity
controlled by the Dallaire family, Gestion Jean Guilbault Inc.
("Gestion Guilbault"), an entity controlled by Jean Guilbault, and
Placements Moras Inc., an entity controlled by Pierre Gingras
(collectively, the "Investors"), for gross proceeds, initially, of
$2 million (the "Private Placement"). Each Unit was comprised of
one common share of Nuvolt (a "Common Share") and one Common Share
purchase warrant (a "Warrant"). Each Warrant shall entitle the
holder thereof to purchase one Common Share at a price of $0.075
per Common Share, for a period of 36 months. The net proceeds of
the Private Placement will be used to fund Nuvolt's R&D
activities, the development of its sales markets and for general
corporate purposes.
As a condition precedent to the Private Placement, Nuvolt
restructured an aggregate amount of $2,858,536.34 of outstanding
debts and, with the consent of its creditors which included the
Investors, amended its existing debt instruments and converted same
into 46,836,576 new Common Shares issued from Nuvolt treasury (the
"Debt Conversion").
The completion of the Private Placement and the Debt Conversion
resulted in the creation of two new "control persons" (as defined
under the policies of the TSX Venture Exchange), being AM Total and
Gestion Guilbault, which holdings, pursuant to the various
transactions, is as follows:
|
Holding prior to Private Placement and Debt
Conversion |
Debt Conversion |
Sub-Total |
Private Placement |
Total I/O |
Warrants |
Diluted |
Numbers |
% |
Numbers |
% |
Numbers |
% |
Numbers |
% |
Gestion Guilbault |
1,900,313 |
13 |
26,391,253 |
28,291,577 |
46 |
4,581,395 |
32,872,961 |
34 |
5,581,395 |
38,454,356 |
28.2 |
AM Total |
1,335,000 |
9 |
9,353,698 |
10,688,696 |
17 |
23,406,977 |
34,095,675 |
36 |
27,906,977 |
62,002,652 |
45.6 |
In connection with the completion of the Private Placement and
the Debt Conversion, the board of directors of Nuvolt approved an
amendment (the "Option Plan Amendment") to the stock option plan of
Nuvolt, which results in the increase of the number of Common
Shares reserved for issuance thereunder from a maximum of 10% of
the issued Common Shares at the time of any grant, to 14 403 755
Common Shares, being 15% of the issued Common Shares as at the date
of implementation of the amendment.
The implementation of the Option Plan Amendment is subject to
certain conditions, including the obtaining of the disinterested
shareholders' approval, which Nuvolt will seek to obtain at the
annual and special meeting of Nuvolt shareholders to be held at
Complexe Jules-Dallaire, building T3, located at 2820 Boulvard
Laurier 13th floor in the City of Québec, on March 18, 2014, at
4:00PM (Québec time), and other customary regulatory approvals.
Further to the closing of the Private Placement, Nuvolt has
confirmed the previously announced appointment, on an permanent
basis, of Mr. Pierre-André Meunier as President and Chief Executive
Officer of Nuvolt. Messrs. Jean Lambert and Francis Bois, have
stepped down as directors of Nuvolt and been replaced by Messrs.
Pierre-André Meunier and Michel Berthelot. Pierre Gingras, Jean
Guilbault and Michel Montreuil will continue as director of
Nuvolt.
Upon closing of the private placement, the employment agreement
of Mr. Michel Montreuil, Vice-President, Technologies, has been
amended and Nuvolt has agreed to grant 3,750,000 stock options to
Mr. Montreuil which will vest after three years at an exercise
price of $0.05 per option, subject to shareholder approval.
Concurrently, Nuvolt has also entered into an employment agreement
with Mr. Pierre-André Meunier and Nuvolt has agreed to grant
4,801,251 stock options to Mr. Meunier which will vest after three
years at an exercise price of $0.05 per option, subject to
shareholder approval. For further details regarding such
agreements, shareholders are invited to consult the management
information circular dated February 24, 2014 and filed by Nuvolt on
SEDAR at www.sedar.com.
About Nuvolt Corporation Inc.
Nuvolt has developed a unique expertise, along with patented
technologies in the field of real-time monitoring and predictive
management of electrical failures. Its SmartScan™
system converts analogue power related data into actionable
knowledge and business intelligence (BI), providing operations
executives the ability to prevent equipment failures and production
downtime thereby reducing mission critical system failures.
Additional benefits include reducing fire risks and increasing
machine lifecycles, while keeping service costs in line.
Furthermore, the complete suites of Agrivolt™ products are
respected references in the detection, management and mitigation of
leakage current. It has been proudly serving the agriculture market
for more than 20 years and is still providing proven productivity
benefits to its international customers. www.nuvolt.ca
Certain statements contained in this press release
constitute forward-looking information. Such statements are based
on the current expectations of management. You are cautioned that
such statements can be subject to a multitude of risks and
uncertainties that could cause actual results, future circumstances
or events to differ materially from those projected in the
forward-looking information. The reader should not place undue
reliance on the forward-looking information included in this press
release given that (i) actual results could differ materially from
a conclusion, forecast or projection in the forward-looking
information, and (ii) certain material factors or assumptions were
applied in drawing a conclusion or making a forecast or projection
as reflected in the forward-looking information could prove to be
inaccurate. There is no guarantee that the proposed Private
Placement can be completed on the terms described in this press
release. The Private Placement is still subject to the entering
into of definitive agreements and various conditions, as described
in this press release. These statements speak only as of the date
they are made, and Nuvolt assumes no obligation to revise such
statements as a result of any event, circumstance or otherwise,
except in accordance with law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Dominique DionChief of Finances(418) 833-0773 x227(418)
833-4055