Carmanah Technologies Corporation (TSX: CMH) (“the Company” or “Carmanah”) is pleased to announce that it has completed a non-brokered private placement of 12,000,000 common shares in the capital of Carmanah (each a “Share”) 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 were purchased by James Meekison and Terry Holland; both of whom are insiders of the Company. Additional details are as follows:
- JDM Investment Holdings Inc. subscribed 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. Mr. Meekison now holds 23,178,000 common shares, representing approximately 13.6% of Carmanah’s issued and outstanding common shares.
- TMH Capital Corporation subscribed 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. Mr. Holland now holds 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 purposes, specifically to provide working capital.
Mr. John Simmons, CEO commented. “This private placement, in fact all share issue financings of the Company over the past year, were largely subscribed for by members of our board of directors. Now our board collectively owns a significant portion of our Company and as such, its interests and the interests of our independent shareholders are fully aligned.”
Under the rules of the Toronto Stock Exchange, Carmanah obtained 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 shares outstanding at the beginning of that period. Pursuant to subsection 602(g) of the TSX Company Manual, Carmanah sought 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 were not counted for purposes of the shareholder vote.
All securities issued in connection with Private Placement are 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 products for industrial applications worldwide. Industry proven to perform reliably in some of the world's harshest environments, Carmanah solar LED lights and solar power systems provide a durable, dependable and cost effective energy alternative. Carmanah pursues its business strategy within six distinctive product offerings: outdoor lighting, marine signal, aviation signals, traffic signals, Solar EPC Services and GoPower!. Carmanah is actively seeking additional product sales opportunities to add to its top line revenue, as well as extending existing product lines through internal development efforts, strategic business relationships as well as focused acquisitions. 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, Chief Financial Officer
For further information:
Investor Relations: Stuart Williams
This release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “expects,” “plans,” “estimates,” “intends,” “believes,” “could,” “might,” “will” or variations of such words and phrases. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Carmanah to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties. Examples of forward-looking information in this news release include, but are not limited to, statements with respect to the proposed used of proceeds of the Private Placement. For additional information on these risks and uncertainties, see Carmanah’s most recently filed Annual Information Form (AIF) and Annual MD&A, which are available on SEDAR at www.sedar.com and on the Company’s website at www.carmanah.com. The risk factors identified in Carmanah’s AIF and MD&A are not intended to represent a complete list of factors that could affect Carmanah. Accordingly, readers should not place undue reliance on forward-looking statements. Carmanah does not assume any obligation to update the forward-looking information contained in this press release.