02:28:26 EDT Tue 23 Apr 2024
Enter Symbol
or Name
USA
CA



Craig Wireless Systems Ltd
Symbol CWG
Shares Issued 47,707,924
Close 2015-02-25 C$ 0.035
Market Cap C$ 1,669,777
Recent Sedar Documents

Craig Wireless to issue $2-million (U.S.) note

2015-02-27 17:27 ET - News Release

Mr. Boyd Craig reports

CRAIG WIRELESS ANNOUNCES FINANCING

Craig Wireless Systems Ltd. has entered into a commitment letter dated the date hereof with T. Boyd Craig, providing for a secured loan in an amount up to $2-million (U.S.). The investor is to be issued a convertible promissory grid note, on which interest will accrue on the outstanding principal from time to time at 12 per cent per annum. The principal, and accrued and unpaid interest on the convertible note is due on Dec. 31, 2015, subject to the right of the company to prepay in minimum increments on 30 days notice during the term. At the investor's option, the term may be extended for an additional 12-month period.

The outstanding principal amount of the convertible note is convertible at any time, in whole or in part, until maturity, into subordinate voting shares of the company. The conversion price per subordinate voting share is five cents for up to one year following closing and is 10 cents per subordinate voting share after such date in the event the investor elects to extend the term. The investor has agreed to only exercise his conversion right so long as the company would continue to meet all TSX Venture Exchange listing requirements following the resulting issuance of subordinate voting shares.

Closing of the financing remains subject to certain conditions, including TSX Venture Exchange approval.

Mr. Craig is a control person of Craig Wireless, and has beneficial ownership of, or control or director over, directly or indirectly, more than 10 per cent of the issued and outstanding subordinate voting shares and multiple voting shares of the company. Additionally, Mr. Craig is a director and senior officer of Craig Wireless. The entering into of the commitment letter, along with the issuance of the convertible note to the investor, is therefore considered a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). Pursuant to MI 61-101, a related party transaction requires formal valuation and minority shareholder approval unless an exemption applies. This financing transaction is exempt from the formal valuation and minority approval requirements due to the applicability of the financial hardship exemption set out in Section 5.5(g) and Section 5.7(1)(e) of MI 61-101. Specifically, a committee of independent directors of the company reviewed the terms and conditions of the commitment letter, and has determined that as Craig Wireless is in serious financial difficulty, the acceptance of the commitment letter is designed to improve the financial position of Craig Wireless, and the terms of the commitment letter are reasonable in the circumstances.

We seek Safe Harbor.

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