Welcome!

News Feed Item

Nuvolt Corporation Announces Completion of Debt Conversion and Private Placement

LEVIS, QUEBEC -- (Marketwired) -- 02/26/14 -- Nuvolt Corporation Inc. ("Nuvolt") (TSX VENTURE:NCO) is pleased to announce the completion of its previously announced 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 comprised notably of AM Total Investments (general partnership) ("AM Total"), an entity controlled by the Dallaire family, Gestion Jean Guilbault Inc. ("Gestion Guilbault"), an entity controlled by Jean Guilbault, and Placements Moras Inc., an entity controlled by Pierre Gingras (collectively, the "Investors"), for gross proceeds, initially, of $2 million (the "Private Placement"). Each Unit was 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.

As a condition precedent to the Private Placement, Nuvolt restructured an aggregate amount of $2,858,536.34 of outstanding debts and, with the consent of its creditors which included the Investors, amended its existing debt instruments and converted same into 46,836,576 new Common Shares issued from Nuvolt treasury (the "Debt Conversion").

The completion of the Private Placement and the Debt Conversion resulted in the creation of two new "control persons" (as defined under the policies of the TSX Venture Exchange), being AM Total and Gestion Guilbault, which holdings, pursuant to the various transactions, is as follows:


----------------------------------------------------------------------------
                Holding prior to Private                                    
                      Placement and Debt          Debt                      
                              Conversion    Conversion             Sub-Total
            ----------------------------              ----------------------
                   Numbers             %                    Numbers        %
----------------------------------------------------------------------------
Gestion                                                                     
 Guilbault       1,900,313            13    26,391,253   28,291,577       46
----------------------------------------------------------------------------
AM Total         1,335,000             9     9,353,698   10,688,696       17
----------------------------------------------------------------------------

----------------------------------------------------------------------------
                Private                                                     
              Placement           Total I/O   Warrants               Diluted
                       --------------------           ----------------------
                           Numbers        %                 Numbers        %
----------------------------------------------------------------------------
Gestion                                                                     
 Guilbault    4,581,395 32,872,961       34  5,581,395   38,454,356     28.2
----------------------------------------------------------------------------
AM Total     23,406,977 34,095,675       36 27,906,977   62,002,652     45.6
----------------------------------------------------------------------------

In connection with the completion of the Private Placement and the Debt Conversion, the board of directors of Nuvolt approved an amendment (the "Option Plan Amendment") to the stock option plan of Nuvolt, which results in the increase of the number of Common Shares reserved for issuance thereunder from a maximum of 10% of the issued Common Shares at the time of any grant, to 14 403 755 Common Shares, being 15% of the issued Common Shares as at the date of implementation of the amendment.

The implementation of the Option Plan Amendment is subject to certain conditions, including the obtaining of the disinterested shareholders' approval, which Nuvolt will seek to obtain at the annual and special meeting of Nuvolt shareholders to be held at Complexe Jules-Dallaire, building T3, located at 2820 Boulvard Laurier 13th floor in the City of Quebec, on March 18, 2014, at 4:00PM (Quebec time), and other customary regulatory approvals.

Further to the closing of the Private Placement, Nuvolt has confirmed the previously announced appointment, on an permanent basis, of Mr. Pierre-Andre Meunier as President and Chief Executive Officer of Nuvolt. Messrs. Jean Lambert and Francis Bois, have stepped down as directors of Nuvolt and been replaced by Messrs. Pierre-Andre Meunier and Michel Berthelot. Pierre Gingras, Jean Guilbault and Michel Montreuil will continue as director of Nuvolt.

Upon closing of the private placement, the employment agreement of Mr. Michel Montreuil, Vice-President, Technologies, has been amended and Nuvolt has agreed to grant 3,750,000 stock options to Mr. Montreuil which will vest after three years at an exercise price of $0.05 per option, subject to shareholder approval. Concurrently, Nuvolt has also entered into an employment agreement with Mr. Pierre-Andre Meunier and Nuvolt has agreed to grant 4,801,251 stock options to Mr. Meunier which will vest after three years at an exercise price of $0.05 per option, subject to shareholder approval. For further details regarding such agreements, shareholders are invited to consult the management information circular dated February 24, 2014 and filed by Nuvolt on SEDAR at www.sedar.com.

About Nuvolt Corporation Inc.

Nuvolt has developed a unique expertise, along with patented technologies in the field of real-time monitoring and predictive management of electrical failures. Its SmartScan(TM) system converts analogue power related data into actionable knowledge and business intelligence (BI), providing operations executives the ability to prevent equipment failures and production downtime thereby reducing mission critical system failures. Additional benefits include reducing fire risks and increasing machine lifecycles, while keeping service costs in line. Furthermore, the complete suites of Agrivolt(TM) products are respected references in the detection, management and mitigation of leakage current. It has been proudly serving the agriculture market for more than 20 years and is still providing proven productivity benefits to its international customers. www.nuvolt.ca

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.

Contacts:
Dominique Dion
Chief of Finances
(418) 833-0773 x227
(418) 833-4055 (FAX)

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
Developing software for the Internet of Things (IoT) comes with its own set of challenges. Security, privacy, and unified standards are a few key issues. In addition, each IoT product is comprised of (at least) three separate application components: the software embedded in the device, the back-end service, and the mobile application for the end user’s controls. Each component is developed by a different team, using different technologies and practices, and deployed to a different stack/target –...
What does it look like when you have access to cloud infrastructure and platform under the same roof? Let’s talk about the different layers of Technology as a Service: who cares, what runs where, and how does it all fit together. In his session at 18th Cloud Expo, Phil Jackson, Lead Technology Evangelist at SoftLayer, an IBM company, spoke about the picture being painted by IBM Cloud and how the tools being crafted can help fill the gaps in your IT infrastructure.
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
One of biggest questions about Big Data is “How do we harness all that information for business use quickly and effectively?” Geographic Information Systems (GIS) or spatial technology is about more than making maps, but adding critical context and meaning to data of all types, coming from all different channels – even sensors. In his session at @ThingsExpo, William (Bill) Meehan, director of utility solutions for Esri, will take a closer look at the current state of spatial technology and ar...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Complete Internet of Things (IoT) embedded device security is not just about the device but involves the entire product’s identity, data and control integrity, and services traversing the cloud. A device can no longer be looked at as an island; it is a part of a system. In fact, given the cross-domain interactions enabled by IoT it could be a part of many systems. Also, depending on where the device is deployed, for example, in the office building versus a factory floor or oil field, security ha...
Ask someone to architect an Internet of Things (IoT) solution and you are guaranteed to see a reference to the cloud. This would lead you to believe that IoT requires the cloud to exist. However, there are many IoT use cases where the cloud is not feasible or desirable. In his session at @ThingsExpo, Dave McCarthy, Director of Products at Bsquare Corporation, will discuss the strategies that exist to extend intelligence directly to IoT devices and sensors, freeing them from the constraints of ...
Businesses are struggling to manage the information flow and interactions between all of these new devices and things jumping on their network, and the apps and IT systems they control. The data businesses gather is only helpful if they can do something with it. In his session at @ThingsExpo, Chris Witeck, Principal Technology Strategist at Citrix, will discuss how different the impact of IoT will be for large businesses, expanding how IoT will allow large organizations to make their legacy ap...
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, discussed how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved efficienc...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lea...
24Notion is full-service global creative digital marketing, technology and lifestyle agency that combines strategic ideas with customized tactical execution. With a broad understand of the art of traditional marketing, new media, communications and social influence, 24Notion uniquely understands how to connect your brand strategy with the right consumer. 24Notion ranked #12 on Corporate Social Responsibility - Book of List.
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
SYS-CON Events announced today that CDS Global Cloud, an Infrastructure as a Service provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. CDS Global Cloud is an IaaS (Infrastructure as a Service) provider specializing in solutions for e-commerce, internet gaming, online education and other internet applications. With a growing number of data centers and network points around the world, ...