MONTREAL, June 26 /CNW Telbec/ - Eloda Corporation ("Eloda") (TSX-V: ELA)
announces that, subject to the approval of the TSX Venture Exchange, it has
entered into a loan agreement in the form of promissory notes for a maximum of
$500,000 with certain insiders and shareholders of Eloda and has issued
promissory notes in the aggregate principal amount of $150,000 in respect of
the first and second tranches. Additional advances under the loan agreement
are at the sole option of the lenders.
The promissory notes bear interest at the annual rate of 12% and shall
become due and payable upon demand by the holders. The promissory notes are
not convertible into securities of Eloda. In order to guarantee the loan,
Eloda has agreed to grant a hypothec on the universality of its movable
property. No bonus or commission will be paid in connection with the loan.
The proceeds of the loan will mainly be used to finance Eloda's
operations, fund the on-going growth of its business and will be used for
working capital purposes.
The loan agreement entered into by Eloda constitutes a related party
transaction for the purposes of Multilateral Instrument 61-101 Protection of
Minority Holders in Special Transactions ("MI 61-101") (the "Related Party
Transaction"). The disinterested directors of Eloda have determined that the
terms of the Related Party Transaction are fair and reasonable insofar as
Eloda's shareholders are concerned and have approved the loan.
Eloda is relying on the exemption from the minority shareholder approval
requirement contained in Section 5.7(f) of MI 61-101 as the loan is on
reasonable commercial terms and is not convertible into or repayable in equity
or voting securities of Eloda. A material change report with respect to the
Related Party Transaction has not been filed at least 21 days before the
expected date of the closing as Eloda was in need of the funds. Eloda
considers the shortened timeframe to be reasonable and necessary under these
About Eloda Corporation
Eloda Corporation (TSX-V: ELA) is a third party providing a suite of
innovative, effective and user-friendly measurement and validation tools for
the advertising industry. The company is headquartered in Montréal, with an
office in New York City. For more information, visit www.eloda.com.
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:
For further information: L. Derek Lindsay, VP and CFO, Eloda
Corporation, (514) 842-1513, Fax: (514) 842-4588, firstname.lastname@example.org;
Christiane Allaire, Director Marcom, Eloda Corporation, (514) 842-1513, Fax:
(514) 842-4588, email@example.com