Carmanah Technologies Corporation (TSX: CMH) (“the Company” or “Carmanah”) is pleased to announce that it plans to conduct a non-brokered private placement of 12,000,000 common shares in the capital of Carmanah (each a “Share”), representing approximately 7.6% of the outstanding common shares of the Company, at a price of $0.25 per Share for gross proceeds of $3,000,000 (the “Private Placement”).
All of the Shares issued under the Private Placement are expected to be purchased by James Meekison and Terry Holland; both of whom are insiders of the Company. Additional details are as follows:
· JDM Investment Holdings Inc. intends to subscribe for 10,000,000 Shares under the Private Placement. JDM Investment Holdings Inc. is beneficially owned by James Meekison, who serves on the board of directors of the Company. JDM Investment Holdings Inc. currently holds 13,178,000 common shares, representing approximately 8.3% of Carmanah’s issued and outstanding common shares. Assuming Mr. Meeksion acquires 10,000,000 Shares under the Private Placement and that 12,000,000 Shares are issued as part of the Private Placement, immediately following the closing of the Private Placement, Mr. Meekison will hold 23,178,000 common shares, representing approximately 13.6% of Carmanah’s issued and outstanding common shares.
· TMH Capital Corporation intends to subscribe for 2,000,0000 Shares under the Private Placement. TMH Capital Corporation is beneficially owned by Terry Holland, who serves on the board of directors of the Company. TMH Capital Corporation currently holds 2,679,000 common shares, representing approximately 1.7% of Carmanah’s issued and outstanding common shares. Assuming Mr. Holland acquires 2,000,000 Shares under the Private Placement and that 12,000,000 Shares are issued as part of the Private Placement, immediately following the closing of the Private Placement, Mr. Holland will hold 4,679,000 common shares, representing approximately 2.75% of Carmanah’s issued and outstanding common shares.
The net proceeds from the Private Placement will be used for general corporate purpose, specifically to provide working capital.
The Private Placement is subject to regulatory approval. In addition, under the rules of the Toronto Stock Exchange, Carmanah is required to seek shareholder approval for the Private Placement because the number of Shares being issued to insiders of Carmanah, when combined with securities previously issued to insiders in private placements over the last 6 months, is greater than 10% of the number of Carmanah shraes outstanding at the beginning of that period. Pursuant to subsection 602 g) of the TSX Company Manual, Carmanah is seeking written consent of shareholders holding more than 50% of its issued and outstanding shares (excluding shares beneficially owned by insiders who are participating in this financing) to satisfy this requirement. Therefore, the votes attached to a total of 15,857,000 common shares (representing approximately 10.0% of the outstanding common shares) beneficially owned by Mr. Meekison and Mr. Holland will not be counted for purposes of the shareholder vote.
All securities issued in connection with the Private Placement will be subject to a four-month and one day hold period under applicable securities laws.
The Shares sold in the Private Placement have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration under such Act or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction nor shall there be any sale of these Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction
About Carmanah Technologies Corporation
As one of the most trusted names in solar technology, Carmanah has earned a reputation for delivering strong and effective solar products for roadway, marine, airfield, traffic and obstruction applications worldwide. With products proven to perform reliably in some of the world's harshest environments, Carmanah solar LED lights, signaling and solar power systems provide durable, dependable and cost effective alternatives. Carmanah is a publicly traded company, with common shares listed on the Toronto Stock Exchange under the symbol "CMH”. For more information, visit www.carmanah.com.
Carmanah Technologies Corporation:
Stuart Williams, (250) 380-0052
Chief Financial Officer/Corporate Secretary
Statements contained in this news release relating to future results, events or developments and statements containing the words "believes," "may," "could", "plans," "will," "estimate," "continue," "anticipates," "intends," "expects", “goal” and similar expressions, are "forward-looking statements" or “forward-looking information” under applicable Canadian securities laws. Forward-looking information relates to future events or future performance and reflects management of Carmanah’s expectations or beliefs regarding future events. Examples of forward-looking information in this news release include, but are not limited to, the successful completion of the Private Placement, the issuance of 12,000,000 Shares and the use of proceeds.
Forward-looking statements or information are subject to the related assumptions made by Carmanah and involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from those expressed or implied by such statements or information.
Given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. Carmanah disclaims any obligation to update, or to publicly announce any revisions to, any such statements or information to reflect future results, events or developments, except as required by law.