Nuvolt Corporation Announces the Deposit of its Annual Financial Results as Well as a Private Placement
28 December 2013 - 10:32AM
Marketwired
Nuvolt Corporation Announces the Deposit of its Annual Financial
Results as Well as a Private Placement
LEVIS, QUEBEC--(Marketwired - Dec 27, 2013) - Nuvolt Corporation
Inc. ("Nuvolt") (TSX-VENTURE:NCO) announces the deposit of its
audited financial results for the fiscal year ended on August 31,
2013.
"Sales performance, with a 42% increase, has been very good
after several years of unsatisfactory results mainly caused by the
economic context" says Mr. Gilles Roy, CEO. "The Legacy Farm
project in Indiana reported $250,000 of sales, while sales in the
agriculture market in the United States increased by 126% and sales
of OEM filters by 11%. The increase in sales in other target
markets, including commercial real estate and industrial, has been
rather slow. A development project will be launched in 2013-2014 to
refine the SmartScan Pro system, dedicated to these markets, in
order to perfectly meet the needs of potential customers
approached. It is also intended to strengthen the sales team to
accelerate the commercial momentum" concluded Gilles Roy.
The annual financial statements and the management report may be
consulted in the electronic data, analysis and research system
(SEDAR), accessible at the following address: www.sedar.com.
Moreover, Nuvolt announces its intention to complete a
non-brokered private placement of 40,000,000 units of Nuvolt (the
"Units") at a price of $0.05 per Unit to a group of investors
including AM Total Investments (general partnership) ("AM Total"),
an entity controlled by the Dallaire family, and to Messrs. Pierre
Gingras and Jean Guilbault (collectively, the "Investors"), for
gross proceeds, initially, of $2 million (the "Private Placement").
Each Unit shall be comprised of one common share of Nuvolt (a
"Common Share") and one Common Share purchase warrant (a
"Warrant"). Each Warrant shall entitle the holder thereof to
purchase one Common Share at a price of $0.075 per Common Share,
for a period of 36 months. The net proceeds of the Private
Placement will be used to fund Nuvolt's R&D activities, the
development of its sales markets and for general corporate
purposes.
Completion of the Private Placement is subject to the entering
into of definitive agreements and certain other conditions,
including, but not limited to, the appointment of Pierre-André
Meunier as President and Chief Executive Officer, certain changes
to the board of directors of Nuvolt, the conversion of debentures
held by the Investors and other investors into Common Shares at a
conversion price of $0.0625, the approval of the TSX Venture
Exchange (the "TSXV") and other customary closing conditions.
Under the policies of the TSXV, the Private Placement is subject
to the approval of the shareholders of Nuvolt as the completion of
the Private Placement will result in the creation of two new
"control persons" (as defined under the policies of the TSXV),
being AM Total and Mr. Jean Guilbault, who, together with their
associates and affiliates, will not be entitled to vote upon the
Private Placement. Nuvolt intends to obtain shareholder approval by
way of a written consent of holders of more than 50% of the Common
Shares (other than AM Total and Mr. Jean Guilbault).
The Private Placement constitutes a "related party transaction"
under Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"), since
each of AM Total and Mr. Jean Guilbault have beneficial ownership
or control over more than 10% of the Common Shares and Messrs. Jean
Guilbault and Pierre Gingras are directors of Nuvolt. The Private
Placement was approved unanimously by the board of directors of
Nuvolt, with the exception of Messrs. Jean Guilbault and Pierre
Gingras, who declared their interest and recused themselves. The
Private Placement is exempt from the valuation and minority
approval requirements of MI 61-101 since the board of directors,
with the exception of Messrs. Jean Guilbault and Pierre Gingras,
has determined that Nuvolt is in serious financial difficulty, the
Private Placement is designed to improve the financial position of
Nuvolt and the terms of the Private Placement are reasonable in the
circumstances.
The Private
Placement is expected to be completed on or about February 3,
2014.
About Nuvolt Corporation Inc.
Nuvolt has developed a specialized expertise in the monitoring
and the management systems for electrical failures, power quality,
the detection and neutralization of leakage current for the
agriculture, maritime, commercial and industrial markets.
SmartScan is now available to the agriculture market. The
SmartScan system has the ability to predict an electrical
failure on equipment and electrical networks. It could prevent
equipment failures and production downtime on production assembly
lines and commercial buildings and also fire risks. The
ShipScan, for the maritime market, and the SmartScan
Pro, for the industrial market were launched in September
2012.
Certain statements contained in this press release
constitute forward-looking information. Such statements are based
on the current expectations of management. You are cautioned that
such statements can be subject to a multitude of risks and
uncertainties that could cause actual results, future circumstances
or events to differ materially from those projected in the
forward-looking information. The reader should not place undue
reliance on the forward-looking information included in this press
release given that (i) actual results could differ materially from
a conclusion, forecast or projection in the forward-looking
information, and (ii) certain material factors or assumptions were
applied in drawing a conclusion or making a forecast or projection
as reflected in the forward-looking information could prove to be
inaccurate. There is no guarantee that the proposed Private
Placement can be completed on the terms described in this press
release. The Private Placement is still subject to the entering
into of definitive agreements and various conditions, as described
in this press release. These statements speak only as of the date
they are made, and Nuvolt assumes no obligation to revise such
statements as a result of any event, circumstance or otherwise,
except in accordance with law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Gilles Roy, CEO(418) 833-0773(418) 833-4055
Nuvolt Corporation Inc. (TSXV:NCO)
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