VICTORIA, BRITISH COLUMBIA--(Marketwired - March 31, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Carmanah Technologies Corporation (TSX:CMH) ("the Company" or "Carmanah") is pleased to announce that it plans to conduct a non-brokered private placement of up to 19,300,000 common shares in the capital of Carmanah (each a "Share") at a price of $0.22 per Share for gross proceeds of up to $4,246,000 (the "Private Placement").
Of the 19,300,000 Shares expected to be issued, 10,000,000 are anticipated to be purchased by insiders of the Company. This represents less than 10% of the issued and outstanding shares of the Company, which is the upper limit set by the Toronto Stock Exchange for private placements of this nature. The following insiders with holdings around or above 10% are anticipated to partake in the Private Placement:
- Michael Sonnenfeldt, Carmanah's largest shareholder and Chairman of the Board, intends to subscribe for at least 3,500,000 Shares under the Private Placement. Mr. Sonnenfeldt currently holds 24,537,778 common shares, representing approximately 24.4% of the Company's issued and outstanding common shares. Assuming Mr. Sonnenfeldt acquires 3,500,000 Shares under the Private Placement and that 19,300,000 Shares are issued as part of the Private Placement, immediately following the closing of the Private Placement, he will hold 28,037,778 common shares, representing approximately 23.4% of Carmanah's issued and outstanding common shares.
- Jim Meekison intends to subscribe for 3,000,000 Shares under the Private Placement. Mr. Meekison sits on the Company's Board of Directors and currently holds 10,178,000 common shares. Assuming Mr. Meekison acquires 3,000,000 Shares under the Private Placement and that 19,300,000 Shares are issued as part of the Private Placement, immediately following the closing of the Private Placement, he will hold 13,178,000 common shares, representing approximately 11.0% 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 Company plans to close the Private Placement following the closing of market on April 3, 2014.
The Private Placement is subject to regulatory approval, and all securities issued in connection with 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 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
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 future success of our recent restructuring initiative and our ability to produce positive operating income. 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.