Nuvolt Corporation Inc.
TSX VENTURE : NCO

Nuvolt Corporation Inc.

July 06, 2012 09:26 ET

Nuvolt Corporation Inc. Announces a Private Placement of $675,000

Mr. Jean Guilbault and Mr. Michel Dallaire file an early warning report pursuant to article 3.1 of Regulation 62-103 respecting the early warning system and related take-over bid and insider reporting issues.

LEVIS, QUEBEC--(Marketwire - July 6, 2012) - Mr. Jacques Dion, President and Chief Executive Officer of Nuvolt Corporation Inc. ("Nuvolt") (TSX VENTURE:NCO) announces the closing of a non-brokered private placement (the "Placement") of 13,500,000 units (the "Units") at a price of $0.05 per Unit, for total proceeds of $675,000. Each Unit is comprised of one common share of Nuvolt and one warrant. Each warrant entitles the holder to acquire one common share of Nuvolt, at a price of $0.10 per share, for a period of 36 months following the closing date. The proceeds of the Placement will be used for the marketing of the new products ShipScan and SmartScan Pro, as well as for working capital. The Placement is subject to regulatory approval and was realized pursuant to the prospectus and registration exemptions available for accredited investors under Regulation 45-106 respecting prospectus and registration exemptions.

Early Warning Report:

Mr. Jean Guilbault and Mr. Michel Dallaire purchased respectively 6,500,000 and 5,000,000 Units as part of the Placement. Mr. Guilbault now has direct and indirect ownership and control over 19,003,135 common shares of Nuvolt representing 12.9% of the issued and outstanding common shares of Nuvolt and Mr. Dallaire has ownership and control over 13,350,000 common shares of Nuvolt representing 9.1% of the issued and outstanding common shares of Nuvolt. Mr. Guilbault also holds options and warrants (including those included in the Units) of Nuvolt, which, if exercised, would give him ownership or control over an additional 13,957,397 common shares of Nuvolt for an aggregate of 32,960,531 Nuvolt common shares representing 20.5 % of the then partially diluted issued and outstanding common shares of Nuvolt. Mr. Dallaire also holds warrants (including those included in the Units) of Nuvolt, which, if exercised, would give him ownership or control over an additional 9,175,000 common shares of Nuvolt for an aggregate of 22,525,000 Nuvolt common shares representing 14.4 % of the then partially diluted issued and outstanding common shares of Nuvolt.

Nuvolt understands that Mr. Guilbault and Mr. Dallaire do not act jointly or in concert and that neither of them acts jointly or in concert with any other person and that they each acquired the securities for investment purposes. Nuvolt understands that neither Mr. Guilbault nor Mr. Dallaire has any present intention to acquire further securities of Nuvolt, although they may in the future acquire or dispose of securities of Nuvolt through the market, privately or otherwise, as circumstances or market conditions warrant.

A copy of the Early Warning Report filed with the applicable securities regulators regarding the transaction is available on SEDAR (www.sedar.com). A copy of the Early Warning Report and further information may also be obtained by contacting Dominique Dion, Secretary of the Company, at 418-833-0773 ext. 227.

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, will be launched to the market 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. 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

  • Nuvolt Corporation Inc.
    Jacques Dion
    CEO
    (418) 833-0773
    (418) 833-4055 (FAX)