/NOT FOR DISTRIBUTION TO
The terms of the Loan include:
- the secured loan shall be provided to the Company by the Lender on a lump sum basis;
- interest rate of 12.00% per annum on the principal amount outstanding, payable up to and including the date which is six (6) years after the initial advance under the Loan (the "Loan Maturity Date");
- interest will be payable quarterly and principal amount payable in twenty (20) quarterly installments;
- principal amount and interest in the first year shall not be paid until the Loan Maturity Date;
- the loan will be secured by, among other things, a pledge of all the shares acquired in Vivostat; and
- payment shall be permitted in full or in part with a 6% prepayment penalty on the prepaid amount.
The Loan provides full financing for the Company to close the Vivosat acquisition, and after final adjustments any remaining funds will be utilized by the Company for working capital purposes.
"This loan, by our major shareholder, effectively underwrites our previously-announced acquisition of Vivostat" commented
Vivostat is a profitable company generating €3.8 million in revenue in 2023.
In addition, the Company is pleased to announce a non-brokered financing of up to 4,000,000 units at
In connection with the Private Placement, pursuant to the policies of the
The Private Placement is subject to approval of the Exchange and all securities of the Company issued pursuant to the Private Placement will be subject to a four month hold period from the date of issuance. The Private Placement will not result in the creation of a new control person of the Company.
The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "
The Lender holds 38.03% of the Company's issued and outstanding shares and as such the Loan constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Loan is exempt from the formal valuation requirements pursuant to Subsection 5.5(b) of MI 61-101 (Issuer Not Listed on Specified Markets) and is exempt from the minority shareholder approval requirements pursuant to Subsection 5.7(f) of MI 61-101 (Loan to Issuer, No Equity or Voting Component). The material change report in relation to the related party transactions will be filed less than 21 days before the completion of the proposed Loan as the Company wishes to complete the corresponding acquisition of Vivostat as soon as commercially feasible.
ON BEHALF OF THE BOARD
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of the Company in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant.
Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits and approvals; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedarplus.ca. The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required.
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SOURCE
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