KIRKLAND LAKE, ONTARIO--(Marketwired - Jun 4, 2015) - NORDEX EXPLOSIVES LTD. ("Nordex" or the "Corporation")(TSX VENTURE:NXX) announced today that it will seek the approval of its shareholders at the annual meeting of shareholders to be held on June 25, 2015 for the creation of a new "control person", within the meaning of such term under applicable TSX Venture Exchange policies ("TSXV"). The Company proposes to issue up to approximately $2,000,000 of convertible debentures (the "Debentures") in connection with a proposed private placement financing (the "Private Placement") to an investor who will become a "control person" upon completion of the Private Placement. Under applicable policies of the TSXV, a listed company must obtain shareholder approval to issue listed shares, or convertible securities that are convertible or exercisable for listed shares, to any person if the holder thereof would become a new "control person" of the listed company. A person who holds more than 20% of the issued and outstanding voting securities (or securities convertible in voting securities, such as the Debentures, or a combination thereof) of the listed company is deemed to be a control person, in the absence of evidence to the contrary.
The Private Placement of the Debentures is subject to the execution of definitive documentation, all required corporate and regulatory approvals including the TSXV as well as the approval of the Company's shareholders. There can be no assurances that the Private Placement will be completed on the terms set out in this press release, or at all.
Pursuant to the Private Placement, NIL Funding Corporation (the "Subscriber"), an affiliate of The Article 6 Marital Trust (the "Marital Trust") created under the First Amended and Restated Jerry Zucker Revocable Trust dated 4-2-07 (the "Trust"), is expected to subscribe for that amount of Debentures such that if such Debentures were converted in full into common shares of Nordex (the "Common Shares"), the Common Shares acquired pursuant to such conversion, together with the Common Shares currently held by the Subscriber and/or the Trust or their affiliates would represent more than 20% of the issued and outstanding Common Shares of the Company, assuming no other securities of the Company were converted or exercised into Common Shares and no other Common Shares were otherwise issued by the Company. The Marital Trust currently holds 2,930,000 common shares, or approximately 14.34%, of the issued and outstanding common shares of Company. The conversion price of the Debentures will be in accordance with TSXV policies at the time of issuance of the Debentures. Assuming a conversion price of $0.21 (the closing price of the Common Shares as of May 21, 2015) and a principal amount of $2 million of Debenture, a total of 9,523,810 Common Shares would be issuable on full conversion of the Debentures, resulting in the Subscriber, together with its affiliates, holding approximately 12,453,810 Common Shares, or approximately 41.6% of the issued and outstanding Common Shares of the Company.
NIL Funding Corporation has provided Nordex with a short-term loan of $1,000,000 in non-convertible, unsecured debt effective as of May 14th 2015. Nordex expects to repay the Loan upon closing of the Private Placement.