Ms.
Kristine Lewis reports
NTG CLARITY NETWORKS INC. ANNOUNCES SHARES FOR DEBT PRIVATE PLACEMENT
NTG Clarity Networks Inc. plans to issue
up to 11 million common
shares
of the company
at a
deemed
price of five cents per share
to settle indebtedness of approximately $550,000 owed to employees, senior officers, directors and consultants of the company. The transaction will help NTG reduce it debts and improve its balance sheet. Completion of the transaction is subject to customary conditions, including approval of the TSX Venture Exchange.
A portion of the shares-for-debt transaction will be a related party transaction within the meaning of applicable Canadian securities laws as some of the subscribers include directors and officers of the company, who will subscribe for an aggregate of seven million common shares in settlement of indebtedness of $350,000. The board of directors of the company approved the transaction, with the directors participating in the transaction having abstained from the approval. The transaction will be exempt from valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transaction is less than 25 per cent of the company's market capitalization.
The company anticipates filing a material change report less than 21 days prior to closing the transaction in order to improve the company's financial position as expeditiously as possible.
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