Click here to close now.




















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
A producer of the first smartphones and tablets, presenter Lee M. Williams will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ETwater. In his session at @ThingsExpo, Lee Williams, COO of ETwater, will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ET...
This Enterprise Strategy Group lab validation report of the NEC Express5800/R320 server with Intel® Xeon® processor presents the benefits of 99.999% uptime NEC fault-tolerant servers that lower overall virtualized server total cost of ownership. This report also includes survey data on the significant costs associated with system outages impacting enterprise and web applications. Click Here to Download Report Now!
U.S. companies are desperately trying to recruit and hire skilled software engineers and developers, but there is simply not enough quality talent to go around. Tiempo Development is a nearshore software development company. Our headquarters are in AZ, but we are a pioneer and leader in outsourcing to Mexico, based on our three software development centers there. We have a proven process and we are experts at providing our customers with powerful solutions. We transform ideas into reality.
Skeuomorphism usually means retaining existing design cues in something new that doesn’t actually need them. However, the concept of skeuomorphism can be thought of as relating more broadly to applying existing patterns to new technologies that, in fact, cry out for new approaches. In his session at DevOps Summit, Gordon Haff, Senior Cloud Strategy Marketing and Evangelism Manager at Red Hat, discussed why containers should be paired with new architectural practices such as microservices rathe...
Whether you like it or not, DevOps is on track for a remarkable alliance with security. The SEC didn’t approve the merger. And your boss hasn’t heard anything about it. Yet, this unruly triumvirate will soon dominate and deliver DevSecOps faster, cheaper, better, and on an unprecedented scale. In his session at DevOps Summit, Frank Bunger, VP of Customer Success at ScriptRock, will discuss how this cathartic moment will propel the DevOps movement from such stuff as dreams are made on to a prac...
SYS-CON Events announced today that IceWarp will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IceWarp, the leader of cloud and on-premise messaging, delivers secured email, chat, documents, conferencing and collaboration to today's mobile workforce, all in one unified interface
It’s been proven time and time again that in tech, diversity drives greater innovation, better team productivity and greater profits and market share. So what can we do in our DevOps teams to embrace diversity and help transform the culture of development and operations into a true “DevOps” team? In her session at DevOps Summit, Stefana Muller, Director, Product Management – Continuous Delivery at CA Technologies, answered that question citing examples, showing how to create opportunities for ...
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
SYS-CON Events announced today that DataClear Inc. will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The DataClear ‘BlackBox’ is the only solution that moves your PC, browsing and data out of the United States and away from prying (and spying) eyes. Its solution automatically builds you a clean, on-demand, virus free, new virtual cloud based PC outside of the United States, and wipes it clean...
Too often with compelling new technologies market participants become overly enamored with that attractiveness of the technology and neglect underlying business drivers. This tendency, what some call the “newest shiny object syndrome,” is understandable given that virtually all of us are heavily engaged in technology. But it is also mistaken. Without concrete business cases driving its deployment, IoT, like many other technologies before it, will fade into obscurity.
Any Ops team trying to support a company in today’s cloud-connected world knows that a new way of thinking is required – one just as dramatic than the shift from Ops to DevOps. The diversity of modern operations requires teams to focus their impact on breadth vs. depth. In his session at DevOps Summit, Adam Serediuk, Director of Operations at xMatters, Inc., will discuss the strategic requirements of evolving from Ops to DevOps, and why modern Operations has begun leveraging the “NoOps” approa...
While many app developers are comfortable building apps for the smartphone, there is a whole new world out there. In his session at @ThingsExpo, Narayan Sainaney, Co-founder and CTO of Mojio, will discuss how the business case for connected car apps is growing and, with open platform companies having already done the heavy lifting, there really is no barrier to entry.
SYS-CON Events announced today that G2G3 will exhibit at SYS-CON's @DevOpsSummit Silicon Valley, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Based on a collective appreciation for user experience, design, and technology, G2G3 is uniquely qualified and motivated to redefine how organizations and people engage in an increasingly digital world.
As more intelligent IoT applications shift into gear, they’re merging into the ever-increasing traffic flow of the Internet. It won’t be long before we experience bottlenecks, as IoT traffic peaks during rush hours. Organizations that are unprepared will find themselves by the side of the road unable to cross back into the fast lane. As billions of new devices begin to communicate and exchange data – will your infrastructure be scalable enough to handle this new interconnected world?
SYS-CON Events announced today that Micron Technology, Inc., a global leader in advanced semiconductor systems, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Micron’s broad portfolio of high-performance memory technologies – including DRAM, NAND and NOR Flash – is the basis for solid state drives, modules, multichip packages and other system solutions. Backed by more than 35 years of tech...