Nuvolt Corporation Announces Completion of Debt Conversion and Private Placement
February 26 2014 - 5:06PM
Marketwired Canada
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:
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Holding prior to Private
Placement and Debt Debt
Conversion Conversion Sub-Total
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Numbers % Numbers %
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Gestion
Guilbault 1,900,313 13 26,391,253 28,291,577 46
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AM Total 1,335,000 9 9,353,698 10,688,696 17
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Private
Placement Total I/O Warrants Diluted
-------------------- ----------------------
Numbers % Numbers %
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Gestion
Guilbault 4,581,395 32,872,961 34 5,581,395 38,454,356 28.2
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AM Total 23,406,977 34,095,675 36 27,906,977 62,002,652 45.6
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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 Quebec, on March 18, 2014, at 4:00PM
(Quebec 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-Andre
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-Andre 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-Andre 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(TM) 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(TM) 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Dominique Dion
Chief of Finances
(418) 833-0773 x227
(418) 833-4055 (FAX)