CanadianJrs wrote: Leaves me wondering who the new private lender is. And how they may be related to Melinda? Also whats happened to our credit facility with RBC? Anyone able to help clue me in to whats been going on here.
STRATHROY, Ontario, Dec. 14, 2020 (GLOBE NEWSWIRE) -- Eve & Co Incorporated (“Eve & Co” or the “Company”) (TSX-V: EVE; OTCQX: EEVVF) is pleased to announce that it has successfully completed its non-brokered financing of unsecured convertible debentures in the principal amount of Cdn$550,000 (the “Debentures”) to certain individuals, including the Company’s Chief Executive Officer, Melinda Rombouts. The proceeds from the Debentures will be utilized for general working capital purposes.
The Debentures have a two-year term and bear simple interest at a rate of 10% per annum. The principal amount of the Debentures may be converted by the Debentures’ holder at any time into common shares of the Company (“Common Shares”) at a deemed price of $0.06 per Common Share during the first year of the term and $0.10 per Common Share during the second year of the term.
The interest payable under the Debentures shall be paid in cash within five business days of each financial year end or upon notice of early redemption by the Company. The Debentures may be redeemed by the Company prior to the expiry of their term at the option of the Company, subject to payment by the Company of certain specified early redemption payments.
In addition, an aggregate of 4,581,500 share purchase warrants (the “Warrants”) of the Company were issued together with the Debentures (being 8.33 Warrants for each $1.00 principal amount of Debentures). Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.06 per Common Share for a period of two years from the date of issuance of the Warrant.
“We are very pleased to have completed this Debenture offering in such a short window of time. As the lead investor in the offering, I am confident that the funds raised will enable Eve to continue to flourish as we move to achieving the sales targets and international shipments expected in early 2021. This investment is reflective of the confidence our associates and I have in the Company, its prospects and growth potential,” said Melinda Rombouts, President and Chief Executive Officer of Eve & Co.
No finders’ fees were paid in association with this financing. All securities issued and issuable in connection with the financing are subject to a statutory hold period expiring on April 12, 2021.
Pursuant to the financing, the Chief Executive Officer of the Company acquired Debentures in the aggregate principal amount of $200,000. This issuance of the Debentures and accompanying Warrants to the Chief Executive Officer constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as at the time the transaction was agreed to, neither the fair market value of the subject matter of, or the fair market value of the consideration for, the transaction insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization, pursuant to subsections 5.5(a) and 5.7(1)(a) of 61-101.
Makes sense now. I guess what the minority investor doesn't know won't hurt them. No oversight needed by regulatory officials as she's busy consolidating the rest of the float and leaving room to to purchase warrants at 1/4 of the consolidated share price in the future.
The Company also announces the grant of 3,000,000 options to purchase Common Shares (the “Options”) to a director. The Options are exercisable at a price of $0.055 per share, for a term of five years. The terms of the Options granted on December 11, 2020 are in accordance with the Company's stock option plan.
Pretty sweet deal when you know the Out Standing shares are getting consolidated in 2 weeks time. A total of 4,581,500 share purchase warrants and 3,000,000 purchase options at 1/8th the consulidated share price with 10x the buying power now cause of the consolidation. Anyone else find this to be a little over the top and a blatant slap in the investors faces? Is there anywhere I missed where its stated these new share otions and warrants are subject to the restructuring changes upon this share consolidation? Does that mean they have the option to exercise their options and warrants in the future and purchase 25% of the new float for a meer $417,000?
Successful Dilution, consolidation, increasing of the debt all behind closed doors in under a month and done within the law as to not have to let minority shareholders know. What ever happened to having to file significant material changes to the company?