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
The debenture was approved by Mitec's Board of Directors, Mr. Schwartz
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