Nuvolt Corporation Inc.

Nuvolt Corporation Inc.

December 27, 2013 18:32 ET

Nuvolt Corporation Announces the Deposit of its Annual Financial Results as Well as a Private Placement

LEVIS, QUÉBEC--(Marketwired - Dec. 27, 2013) - Nuvolt Corporation Inc. ("Nuvolt") (TSX VENTURE:NCO) announces the deposit of its audited financial results for the fiscal year ended on August 31, 2013.

"Sales performance, with a 42% increase, has been very good after several years of unsatisfactory results mainly caused by the economic context" says Mr. Gilles Roy, CEO. "The Legacy Farm project in Indiana reported $250,000 of sales, while sales in the agriculture market in the United States increased by 126% and sales of OEM filters by 11%. The increase in sales in other target markets, including commercial real estate and industrial, has been rather slow. A development project will be launched in 2013-2014 to refine the SmartScan Pro system, dedicated to these markets, in order to perfectly meet the needs of potential customers approached. It is also intended to strengthen the sales team to accelerate the commercial momentum" concluded Gilles Roy.

The annual financial statements and the management report may be consulted in the electronic data, analysis and research system (SEDAR), accessible at the following address:

Moreover, Nuvolt announces its intention to complete a 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 including AM Total Investments (general partnership) ("AM Total"), an entity controlled by the Dallaire family, and to Messrs. Pierre Gingras and Jean Guilbault (collectively, the "Investors"), for gross proceeds, initially, of $2 million (the "Private Placement"). Each Unit shall be 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.

Completion of the Private Placement is subject to the entering into of definitive agreements and certain other conditions, including, but not limited to, the appointment of Pierre-André Meunier as President and Chief Executive Officer, certain changes to the board of directors of Nuvolt, the conversion of debentures held by the Investors and other investors into Common Shares at a conversion price of $0.0625, the approval of the TSX Venture Exchange (the "TSXV") and other customary closing conditions.

Under the policies of the TSXV, the Private Placement is subject to the approval of the shareholders of Nuvolt as the completion of the Private Placement will result in the creation of two new "control persons" (as defined under the policies of the TSXV), being AM Total and Mr. Jean Guilbault, who, together with their associates and affiliates, will not be entitled to vote upon the Private Placement. Nuvolt intends to obtain shareholder approval by way of a written consent of holders of more than 50% of the Common Shares (other than AM Total and Mr. Jean Guilbault).

The Private Placement constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), since each of AM Total and Mr. Jean Guilbault have beneficial ownership or control over more than 10% of the Common Shares and Messrs. Jean Guilbault and Pierre Gingras are directors of Nuvolt. The Private Placement was approved unanimously by the board of directors of Nuvolt, with the exception of Messrs. Jean Guilbault and Pierre Gingras, who declared their interest and recused themselves. The Private Placement is exempt from the valuation and minority approval requirements of MI 61-101 since the board of directors, with the exception of Messrs. Jean Guilbault and Pierre Gingras, has determined that Nuvolt is in serious financial difficulty, the Private Placement is designed to improve the financial position of Nuvolt and the terms of the Private Placement are reasonable in the circumstances.

The Private Placement is expected to be completed on or about February 3, 2014.

About Nuvolt Corporation Inc.

Nuvolt has developed a specialized expertise in the monitoring and the management systems for electrical failures, power quality, the detection and neutralization of leakage current for the agriculture, maritime, commercial and industrial markets. SmartScan is now available to the agriculture market. The SmartScan system has the ability to predict an electrical failure on equipment and electrical networks. It could prevent equipment failures and production downtime on production assembly lines and commercial buildings and also fire risks. The ShipScan, for the maritime market, and the SmartScan Pro, for the industrial market were launched in September 2012.

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.

Contact Information

  • Gilles Roy, CEO
    (418) 833-0773
    (418) 833-4055 (FAX)