Mitec announces financing
TORONTO, April 10, 2014 /CNW Telbec/ - Mitec Technologies Inc. ("Mitec", NEX: MTM.h) announces that it has arranged a financing with its Chairman, Mr. Abe Schwartz. The secured convertible debenture in the amount of $390,875 will bear interest at a rate of 12% per annum, compounded annually, maturing on the date which is five years from closing (the "Loan").
The principal of the debenture is convertible, in whole or in part, during the Loan term, at the option of Mr. Schwartz, into a maximum of 1,475,000 common shares at a value of $0.265 per common share. Mr. Schwartz will also receive 1,475,000 common share warrants exercisable at $0.265 per common share for a period of one year from closing.
The financing is subject to the approval of the TSX Venture Exchange.
As Mr. Schwartz is the Chairman of Mitec and beneficially owns, controls or directs, directly or indirectly, over 10% of the issued and outstanding common shares of Mitec, the Loan will constitute a related party transaction pursuant to Multilateral Instrument 61-101 ("MI 61-101"). Mr. Schwartz beneficially owns, controls or directs, directly or indirectly, 5,200,000 common shares of Mitec, which represents approximately 41.3% of Mitec's currently outstanding shares. Should Mr. Schwartz convert the entire amount of the $390,875 debenture, he would increase his ownership in Mitec from 41.3% to approximately 47%. Mr. Schwartz has agreed to provide this Loan to Mitec in order to assist with its current working capital needs and has no present intention of acquiring other securities of the company or disposing of any of the securities of the company he currently holds.
Mitec has determined that the Loan is exempt from the formal valuation and minority approval requirements under MI 61-101 (including TSX-V policy 5.9 which incorporates such policy by reference) on the basis that Mitec is not listed on a senior stock exchange and, at the time the Loan was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Loan, exceeds 25% of Mitec's market capitalization calculated in accordance with MI 61-101. The maximum aggregate principal amount of the debenture represents approximately 10% of Mitec's market capitalization.
The debenture was approved by Mitec's Board of Directors, Mr. Schwartz having abstained.
This news release contains forward-looking statements which reflect Mitec's current expectations regarding future events. The forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan, "estimate", "expect", "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These forward-looking statements involve risk and uncertainties, including the difficulty in predicting product approvals, acceptance of and demands for new products, the impact of the products and pricing strategies of competitors, delays in developing and launching new products, the regulatory environment, fluctuations in operating results and other risks, any of which could cause results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. Many risks are inherent in the industry; others are more specific to Mitec. Investors should consult Mitec's ongoing quarterly filings for additional information on risks and uncertainties relating to these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. The Mitec assumes no obligation to update or alter any forward-looking statements whether as a result of new information, further events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Mitec Technologies Inc.For further information:
Mr. Jeffrey Mandel
President & CEO
Tel.: (905) 822-8170