WINNIPEG, Feb. 9, 2018 /CNW/ - Novra Technologies Inc.
("Novra") (TSX-V: NVI). With Novra's acquisition of controlling
interest of Wegener Corporation (Wegener) on December 29, 2017, the Board of Directors met
this week to review the CEO's performance over the past 24 months
and adjust his compensation.
The Board acknowledged and commended Novra's CEO, Harris Liontas, for the significant corporate
achievements over the past 24 months resulting in increased
shareholder value and positioning Novra for future acquisitions and
market share growth. Key achievements noted were:
- Novra's acquisition of International Datacasting Corporation
(IDC)
- Successfully integrated IDC and Novra's operations
- Negotiated and successfully acquired controlling interest (51%)
of Wegener and negotiated an option to acquire the remaining
49%
- Negotiated and restructured Wegener's debt including long-term
repayment terms once Novra acquires the remaining 49%.
- Secured over $1.1M financing and
convert $300,000 of this loan into
equity.
- Four consecutive profitable quarters
- Novra's stock appreciated over 200% and market capitalization
increased over 300%
- Average daily stock trading volume increased by over 25
times
The board further noted that from 2005 to 2016 the CEO reduced
his salary from $160,000 to
$15,000 per annum to enable Novra to
pay back loans totalling more than $1,250,000 plus accrued interest to the Crocus
Investment Fund and the Manitoba Science & Technology Fund and
fund other operating expenses. During those years, only
$305,000 in additional salary
obligation was accrued and none of that has been paid out.
The CEO's decision to forgo 90% of his salary has kept over
$1.9M in the company over the ensuing
12 year and has prevented Novra from having to raise that capital,
avoiding a potential significant dilution to shareholders' stock.
Using equity to raise this capital would have required Novra to
issue as many as 27 million new shares causing a greater than 55%
dilution to the 22 million total shares outstanding in 2006.
CEO 2018 Remuneration and Performance Bonus Approved by
the Board
The Directors have set the CEO's 2018 annual remuneration at
$200,000.
The Directors approved a CEO performance bonus of $1.3M contingent on any one or more of the
following future conditions being met, at which point the
performance bonus would immediately become due:
- Termination of the CEO's employment
- Change of Control as defined by TSX Policy 1.1
- Change of Management as defined by TSX Policy 1.1
- Any shareholder or group of shareholders operating in tandem
acquiring 20% or more of Novra's voting shares.
- Any action that the Board deems as a hostile takeover of
Novra
- Any action that the Board deems as a hostile action to control
the Board
- Novra being acquired by another company
- Market capitalization reaches $10,000,000 CND dollars
The CEO, at his discretion, has the option to receive the
performance bonus in any one or combination of the following three
forms, at the time the performance bonus is issued:
- Accrued liability, in which case the performance bonus may not
be immediately paid out.
- Immediate payment
- Any part of the bonus can be converted to Novra shares, at a
value of the current market price less a 25% discount, subject to
TSX approval. This option is not available if the trigger condition
is "7" above (Novra is acquired).
About Novra Technologies Inc.:
Novra (TSX-V: NVI) is an international technology provider of
products, systems and services for the distribution of multimedia
broadband content. The Novra Group of companies includes Novra,
International Datacasting Corporation, and Wegener Corporation. The
companies in the group are known for a strong focus on applications
including: broadcast video and radio, digital cinema, digital
signage, and highly reliable data communications.
For more information visit: www.novragroup.com
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.
Contact Information:
Harris
Liontas
President & CEO
+1 204 989 4632
hliontas@novra.com
SOURCE Novra Technologies Inc.