03:02:06 EDT Fri 19 Apr 2024
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Mitec Technologies Inc
Symbol MTM
Shares Issued 12,595,015
Close 2014-11-27 C$ 0.26
Market Cap C$ 3,274,704
Recent Sedar Documents

Mitec issues chairman Schwartz $109,125 debenture

2014-11-27 20:25 ET - News Release

Mr. Jeffrey Mandel reports

MITEC ANNOUNCES FINANCING AND RECORD DATE FOR ANNUAL AND SPECIAL MEETING

Mitec Technologies Inc. has arranged a financing with its chairman, Abe Schwartz. The secured convertible debenture in the amount of $109,125 will bear interest at a rate of 12 per cent per annum, compounded annually, maturing on the date which is five years from closing.

The principal of the debenture is convertible, in whole or in part, during the loan term, at the option of Mr. Schwartz, into a maximum of 485,000 common shares at a value of 22.5 cents per common share. Mr. Schwartz will also receive 485,000 common share warrants exercisable at 22.5 cents per share for a period of one year from closing.

The financing is subject to the approval of the TSX Venture Exchange.

The financing will constitute a related-party transaction under Multilateral Instrument 61-101 for Mr. Schwartz, in his capacity as chairman. Mr. Schwartz is a significant shareholder of Mitec holding 5.2 million common shares, which represent approximately 41.3 per cent of Mitec's currently outstanding shares and $390,875 in existing debentures, convertible into 1,475,000 common shares. Should Mr. Schwartz convert the entire amount of the existing and this new debenture, he would increase his ownership in Mitec from 41.3 per cent to approximately 49 per cent. Mr. Schwartz has agreed to provide this loan to Mitec to assist with its current working capital needs and has no present intention of acquiring other securities of the company or disposing of any of the securities of the company he currently holds.

Mitec has determined that distribution of an information circular to shareholders, preparation and distribution of a formal valuation, and seeking of shareholder approval of the loan are not necessary under MI 61-101 (including TSX Venture Exchange Policy 5.9, which incorporates such policy by reference) as Mitec intends to rely on the exemptions found in sections 5.5 (a) and 5.7 (1) (a) of MI 61-101. The maximum aggregate principal amount of the debenture represents approximately 4 per cent of Mitec's market capitalization.

The financing was approved by Mitec's board of directors, Mr. Schwartz having abstained.

Mitec also announces the record date for its coming annual and special meeting, which will take place in Toronto, Ont., on Feb. 2, 2015, will be Dec. 24, 2014. Mitec will be taking advantage of the notice and access rules to reduce printing and mailing costs associated with the dissemination of annual information to shareholders.

Notice and access permit annual financial statements, management's discussion and analysis, and meeting circulars to be posted on a publicly available website, instead of being mailed to shareholders.

Shareholders may access these materials, as well as the company's financial disclosure, for the period ended Sept. 30, 2014, under the company's profile on SEDAR or at the company's website.

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