Completes Series G restructuring; Closes Series K debentures
TORONTO, June 19 /CNW/ - Northcore Technologies Inc. (TSX: NTI;
OTCBB:NTLNF), a global provider of core asset solutions, announced today that
it has successfully closed the transactions related to its Series G and
Series K convertible notes funding activities. The company received
subscriptions related to the financing on June 15 and on June 18.
Northcore has issued a new series of secured convertible debentures to
existing holders of Series G notes, which matured on June 15, 2007. The new
convertible notes, identified going forward as Series K, will pay holders
11 percent interest per annum over a two-year term and have an issued value of
approximately $1.36 million.
Under the terms of the Series K notes, Northcore will make quarterly
interest payments to holders through the issuance of common shares. Series K
holders will be able to convert any or all of the principal amount of their
debentures into common shares priced at $0.12 per share. Debentures will
automatically convert into common shares, priced at $0.12 each, if Northcore's
shares trade for $0.30 or more per share for a period of 10 consecutive
trading days on the TSX. As per securities requirements, a hold period of four
months and a day is in effect.
Northcore's board of directors considered the financing arrangements and
unanimously passed a resolution approving the terms. Northcore has also
received conditional approval from the TSX for the financing arrangements.
Northcore's management felt that closing the private placement as soon as
possible following its initial announcement was reasonable in the
Approximately four percent of the restructured debt represents the
reinvestment of company insiders. The insider portion of the private placement
is exempt from the valuation and minority approval requirements of the OSC
Rule 61-501 since the fair market value of the private placement is less than
25 percent of the market capitalization of the company.
As announced recently, Northcore will issue up to 2.99 million common
shares towards an interest debt repayment of $449,000 related to Series G
refinancing. Each share is priced at $0.15.
"With the close of the Series G and K transactions and new funding
activities well underway, our efforts are focused on sustaining the revenue
growth and expense-reduction trends that we have experienced since our
relaunch as Northcore," Jeff Lymburner, CEO of Northcore Technologies Inc.
said. "Over the second half of 2007, we anticipate accelerated deal flow and
improved bottom-line performance consistent with recent results."
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
About Northcore Technologies Inc.
Northcore Technologies provides core asset solutions that help
organizations source, manage and sell their capital equipment. Northcore works
with a growing number of customers and partners in a variety of sectors
including oil and gas, government, and financial services. Current customers
include GE Commercial Finance, Paramount Resources and Trilogy Energy Trust.
Northcore owns a 50 percent interest in GE Asset Manager, a joint
business venture with GE.
This news release may include comments that do not refer strictly to
historical results or actions and may be deemed to be forward-looking within
the meaning of the Safe Harbor provisions of the U.S. federal securities laws.
These include, among others, statements about expectations of future revenues,
cash flows, and cash requirements. Forward-looking statements are subject to
risks and uncertainties that may cause Northcore's ("the Company") results to
differ materially from expectations. These risks include the Company's ability
to raise additional funding, develop its business-to-business sales and
operations, develop appropriate strategic alliances and successful development
and implementation of technology, acceptance of the Company's products and
services, competitive factors, new products and technological changes, and
other such risks as the Company may identify and discuss from time to time,
including those risks disclosed in the Company's Form 20-F filed with the
Securities and Exchange Commission. Accordingly, there is no certainty that
the Company's plans will be achieved.
For further information:
For further information: At Northcore Technologies Inc., Joe Racanelli ,
Tel: (416) 640-0400 ext. 273, Fax: (416) 640-0412, E-mail: