Mr. Bill Baines reports
OMT ANNOUNCES PROPOSED PRIVATE PLACEMENT AND SHARE CONSOLIDATION
OMT Inc.'s board of directors has approved, subject to the receipt of all applicable regulatory and shareholder approvals, a transaction comprising a non-brokered offering by way of private placement of 15 million subscription receipts, for total gross proceeds of $750,000, and a related consolidation of the outstanding common shares on a one-for-nine basis. Each subscription receipt will entitle the holder thereof to receive, upon the satisfaction of certain escrow release conditions, one unit (a "Unit") comprised of: (i) one common share of OMT at a price of
.05 per share on a post Share Consolidation basis; and (ii) one (1) common share purchase warrant (a "Warrant"), each Warrant entitling the holder thereof to purchase one (1) common share of OMT on a post-Share Consolidation basis at a price of
.10 per share. The Emprise Special Opportunities Fund, Limited Partnership ("Emprise LP") has agreed to subscribe for 12.1 million of the Subscription Receipts.
The proceeds of the financing will be held in escrow and released upon the satisfaction of the following conditions (at which time the Subscription Receipts shall be automatically exercised and converted into Units):
- The completion of the Share Consolidation;
- OMT reaching new arrangements with the debt and debentures holders in a manner that is satisfactory to OMT and to the holders of more than 50% of the Subscription Receipts;
- OMT shall not have issued any additional common shares or other securities;
- Receipt of final TSXV approval of the private placement of Subscription Receipts;
- The approval of holders of not less than 50% of the issued and outstanding Shares with respect to the change of control resulting from the issuance of the Shares (and Warrants) in exchange for the Subscription Receipts.
OMT intends to use the proceeds of the private placement to repay certain indebtedness and for general working capital purposes.
On February 3, 2011, OMT announced that, after an in depth strategic review process, the board of directors of OMT was of the view that no transaction was available at that time which would provide OMT with proceeds in excess of its outstanding indebtedness. The board of directors of OMT is pleased to have been able to advance a strategic alternative that is better for stakeholders than was previously announced, and is of the view that the proposed transaction represents the only currently available alternative which will provide any potential remaining value to OMT's shareholders.
The Share Consolidation will be subject to the approval of the TSX Venture Exchange (the "TSXV") and the approval of OMT's shareholders by way of special resolution. OMT expects to make an announcement shortly with respect to the date of the meeting and the record date for determining OMT shareholders who will be entitled to vote at the meeting approving the Share Consolidation.
The private placement of Subscription Receipts and the issuance of Units to Emprise LP upon the exchange of Subscription Receipts are subject to the approval of the TSXV. The Subscription Receipts (and any Shares and Warrants issued pursuant to the exchange of Subscription Receipts) will be subject to a four-month hold period from the date of the issuance of the Subscription Receipts.