Synodon Inc.
TSX VENTURE : SYD

Synodon Inc.

April 06, 2015 16:33 ET

Synodon Announces Closing of Financing

EDMONTON, ALBERTA--(Marketwired - April 6, 2015) - Synodon Inc. ("Synodon") (TSX VENTURE:SYD) announces the closing of the previously announced $3 million bridge loan facility (the "Bridge Loan") with Cranberry Capital Inc. ("Cranberry Capital"), a private Canadian holding company owned by Mr. Paul van Eeden. The Bridge Loan has been put in place to ensure the continuing operations of Synodon and allow it to proceed with the construction of two additional realSens™ instruments until such time as more permanent capital can be put in place. The Bridge Loan bears interest at 12% per annum and Cranberry Capital was paid a setup fee of $100,000 in conjunction with the loan. Interest will be payable monthly in cash in arrears. The Bridge Loan has a maturity date of March 31, 2016. The Bridge Loan includes certain customary events of default, including a change of control of Synodon. It is also an event of default if Mr. van Eeden ceases to own at least 20% of Synodon or if he involuntarily ceases to be Executive Chairman. The Bridge Loan is secured by the assets of Synodon. The Bridge Loan is expected to be serviced with cash flow from operations until such time as Synodon can raise sufficient capital from issuing equity to pay down the Bridge Loan. The net proceeds of any such equity financing are required to be used to repay the Bridge Loan prior to any other use thereof.

On the basis that Paul van Eeden is an "insider" and a "control person" of Synodon since he is a director of Synodon and he is also the President and Chief Executive Officer of (and exercises control and direction over) 2260761 Ontario Inc., a private investment company, which beneficially owns 18,466,262 common shares of Synodon, representing 21.9% of the issued and outstanding shares of Synodon, the Bridge Loan is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSX Venture Exchange. Related party transactions are generally subject to the formal valuation and minority approval requirements set out in MI 61-101, unless exemptions are available. The distribution of an information circular to shareholders, the preparation and distribution of a formal valuation and the seeking of shareholder approval for, and in connection with, the Bridge Loan are not required in the circumstances under MI 61-101, because: (i) for the purposes of Section 5.5(b) of MI 61-101, the securities of Synodon are only listed on the TSX Venture Exchange (and not on any specified markets), and on that basis the Bridge Loan falls within an exemption from a formal valuation requirement of Section 5.4 of MI 61-101; and (ii) for the purposes of Section 5.7(1)(f) of MI 61-101, the Bridge Loan is on reasonable commercial terms that are not less advantageous to Synodon than if such loan was obtained from a person dealing at arm's length with Synodon, and the Bridge Loan is not convertible into securities of Synodon or repayable as to principal or interest in securities of Synodon, and on that basis the Bridge Loan falls within an exemption to the minority shareholder approval requirement of Section 5.6 of MI 61-101. A special committee of the Board of Directors of Synodon, which excluded Mr. Van Eeden, considered the Bridge Loan and determined that the terms of the Bridge Loan were on reasonable commercial terms that are not less advantageous to Synodon than if such loan was obtained from a person dealing at arm's length with Synodon and that it is in the best interests of Synodon to gain access to the funds pursuant to the Bridge Loan. Synodon has likewise determined that it is reasonable for the Bridge Loan to close in fewer than 21 days from the announcement of such loan as there is no need to obtain shareholder approval for same and therefore no need for significant advance notice prior to closing on the Bridge Loan and getting access to the funds. As a member of the Board of Directors of Synodon, Mr. Van Eeden declared a conflict of interest in respect of the Board of Directors meeting approving the Bridge Loan.

Forward-Looking Statements

This press release includes forward-looking statements about Synodon Inc., including its business operations, strategy and expected financial performance and condition. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as 'expects', 'anticipates', 'intends', 'plans', 'believes' or negative versions thereof and similar expressions.

In addition, any statements that may be made concerning future financial performance, ongoing business strategies and prospects, and possible future action on the Synodon's part, are also forward-looking statements that reflect our current beliefs and are based on information currently available to us and on assumptions that we believe are reasonable. These assumptions include, but are not limited to, our ability to predict market demand for our products and services. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as they are subject to a number of significant risks and uncertainties which can be beyond our control. These include, but are not limited to, general economic conditions in the countries that we are pursuing contracts in, currency fluctuations and other changes in the competitive environment that Synodon operates in. For more information, please see the discussion on the principal risks that could affect our results under the section "Risks Relating to the Business" of Synodon's 2014 MD&A. The reader is cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements. Forward-looking statements in this press release are made to describe management's expectations and assist shareholders in understanding our financial position. Readers are cautioned that the forward-looking statements presented in this press release may not be appropriate for other purposes. We are under no obligation (and expressly disclaim any obligation) to update or alter the forward-looking statements whether as a result of new information, future events or otherwise unless specifically required by applicable securities legislation.

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

  • Synodon Inc.
    Nancy M. Laird
    Lead Director
    Phone: 780.468.9568