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.