VANCOUVER, Jan. 9, 2019 /CNW/ - Bradley Scharfe (the "Acquiror") issues this press release pursuant to Part 3.1 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues with respect to Carl Data Solutions Inc. (the "Company").
On December 27, 2018, the Company settled loans in the aggregate amount of $300,000 from Scharfe Holdings Inc., a company owned and controlled by the Acquiror, in consideration for the issuance of a debenture (the "Debenture") in the principal amount $300,000 (the "Transaction"). Subject to adjustment, the Debenture is convertible, at the option of the holder, into common shares of the Company (each, a "Share") at a conversion price of $0.15 per Share. The Debenture matures twelve (12) months from the date of the closing of the Transaction and bears interest at a rate of 12% per annum.
Prior to the Transaction, the Acquiror directly and indirectly owned and controlled 6,242,938 Shares, which represented 8.15% of the issued and outstanding Shares as of December 27, 2018, based on 76,598,286 Shares issued and outstanding as of such date.
Following the Transaction, the Acquiror directly and indirectly owned and controlled the following securities:
- 6,242,938 Shares; and
- a Debenture in the principal amount of $300,000 that may be converted for up to 2,000,000 Shares, assuming no interest is converted, at a conversion price equal to $0.15 per Share.
Following the Transaction, the Acquiror directly and indirectly owned and controlled 8,242,938 Shares, on a partially diluted basis (assuming the conversion of the Debenture, not including interest), which represented approximately 10.49% of the issued and outstanding Shares as of December 27, 2018 based on 76,598,286 Shares issued and outstanding as of such date.
The securities were acquired in connection with a loan made in favour of the Company by Scharfe Holdings Inc., as further detailed in the Company's July 19, 2018 press release, and for investment purposes. The Acquiror intends to monitor the business and affairs of the Company, including its financial performance, and depending upon these factors, market conditions and other factors, additional securities of the Company may be acquired as is considered or deemed appropriate. Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities regulatory requirements.
About Carl Data Solutions Inc.
Carl Data Solutions Inc. is an Industrial IoT (IIoT) company focused on providing next generation information collection, storage and analytics solutions for data-centric companies. Building on its recent acquisitions, Carl Data helps its clients analyze and understand all forms of environmental data through a powerful platform of data collection, monitoring, reporting, and predictive analysis tools.
Carl Data continues to develop applications to work with new cloud-based mass storage services and analytics tools (BDaaS) to provide scalability for municipalities, utilities and other industrial verticals. These data collection and storage methods allow the company to build smart Software-as-a-Service (SaaS)-based applications that can collect data from many diverse sources and provide deep insight for decision-making purposes. More information can be found at www.CarlSolutions.com.
On behalf of the Board of Directors:
President, Chief Executive Officer, Director
Carl Data Solutions Inc.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
This press release contains certain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking statements in this press release include, but are not limited to, the statements that ATCO will be piloting the new AirSafe environmental sensor launched by Astra to improve safety and efficiency within their mill operations; that ATCO sees applications of Astra's sensor technology in its facility to improve the data ATCO has on its manufacturing environment and in turn improve the safety, quality, and productivity of its operations; that ATCO looks forward to continuing to work with Astra well into the future; that the AirSafe sensor can be easily adapted to test for benzene, toluene, alcohol, acetone, propane, formaldehyde gas and hydrogen; that Astra's products will help Canadian industries, such as forest products; and that Astra's technology has potential to continue improving health and safety for employees of local industry leaders.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, risks with respect to: that the Company may lose the confidence of municipal partners in its services; the ability of the Company to establish a market for its services; competitive conditions in the industry; general economic conditions in Canada and globally; the inability to secure additional financing; competition for, among other things, capital and skilled personnel; potential delays or changes in plans with respect to deployment of services or capital expenditures; possibility that government policies or laws may change; technological change; risks related to the Company's competition; the Company's not adequately protecting its intellectual property; interruption or failure of information technology systems; and regulatory risks relating to the Company's business, financings and strategic acquisitions. Any forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
SOURCE Carl Data Solutions Inc.
For further information: Kimberly Bruce, Corporate Communications, Carl Data Solutions Inc., Telephone: (778) 379-0275,Email: [email protected]