TORONTO, Nov. 27, 2014 /CNW/ - 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 $109,125 will bear interest
at a rate of 12% per annum, compounded annually, maturing on the
date which is five years from closing.
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 485,000 common shares at a value of $0.225 per common share. Mr. Schwartz will
also receive 485,000 common share warrants exercisable at
$0.225 per share for a period of one
year from closing.
The financing is subject to the approval of the TSX Venture
Exchange.
The financing will constitute a related party transaction under
Multilateral Instrument 61-101 ("MI 61-101") for Mr. Schwartz, in
his capacity as Chairman. Mr. Schwartz is a significant
shareholder of Mitec holding 5,200,000 common shares, which
represents approximately 41.3% of Mitec's currently outstanding
shares and $390,875 in existing
debentures, convertible into 1,475,000 common shares. Should Mr.
Schwartz convert the entire amount of the existing and this new
debenture, he would increase his ownership in Mitec from 41.3% to
approximately 49%. 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 distribution of an information
circular to shareholders, preparation and distribution of a formal
valuation and seeking of shareholder approval of the loan is not
necessary under MI 61-101 (including TSX-V policy 5.9 which
incorporates such policy by reference) as Mitec intends to rely on
the exemptions found in sections 5.5(a) and 5.7(1)(a) of MI
61-101. The maximum aggregate principal amount of the
debenture represents approximately 4% of Mitec's market
capitalization.
The financing was approved by Mitec's Board of Directors, Mr.
Schwartz having abstained.
Mitec also announces the record date for its upcoming Annual and
Special Meeting which will take place in Toronto, Ontario on February 2, 2015 will be December 24, 2014. Mitec will be taking
advantage of the Notice and Access rules to reduce printing and
mailing costs associated with the dissemination of annual
information to shareholders. Notice and Access permits annual
financial statements, management's discussion and analysis and
meeting circulars to be posted on a publicly available website,
instead of being mailed to shareholders.
Shareholders may access these materials as well as the company's
financial disclosure for the period ending September 30, 2014 under the company's profile on
SEDAR at www.sedar.com or at www.mitectechnologies.com.
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.