VICTORIA, BRITISH COLUMBIA — (Marketwired) — 10/09/13 — Carmanah Technologies Corporation (TSX: CMH) (“Carmanah”) announces that it has filed a final prospectus in respect of a shareholder rights offering (the “Offering”). Under the Offering, Carmanah will seek to raise up to approximately $6 million.
The proceeds from the Offering will be used for general corporate purposes including, but not limited to: (1) funding restructuring costs and process improvement expenditures all of which will be directed at reducing operating costs; (2) investments in new product development activities to meet market demands and improve gross margins; (3) funding an increase in inventory to meet customer demands and, if required by a change in manufacturing strategy, to buy back parts inventory from Carmanah–s contract manufacturer; and (4) funding operating losses until the results of (1) and (2) can be achieved. Carmanah anticipates the proceeds will be sufficient to meet its non-discretionary expenditures and necessary restructuring costs over the next several quarters as it develops and implements changes to help in longer term profitability and growth.
Under the proposed terms of the Offering and subject to any restrictions imposed by applicable securities laws, each shareholder of record on October 22nd would be entitled to receive one right (each a “Right”) for each common share held on the record date. Each Right will be exercisable for one (1) common share at a subscription price of $0.12 (each a “Rights Share”). The price to acquire each Right will be nil.
In connection with the Offering, Carmanah has entered into a binding standby purchase agreement dated October 9, 2013 (the “Standby Purchase Agreement”) with each of MUUS Holdings LLC, John Simmons, JDM Investment Holdings Inc., TMH Capital Corp., Opallo Investment Limited, Ron Bruder and Marcia Riklis (collectively, the “Standby Purchasers”, and each a “Standby Purchaser”) under which the Standby Purchasers have committed, subject to certain conditions, to purchase an aggregate of up to $5,500,000 of the Rights Shares that are not otherwise subscribed for by the other holders of Rights pursuant to their exercise of the subscription privileges associated with the Rights under the Offering; provided that if the exercise of the subscription privileges associated with the Rights in the Offering would otherwise cause the gross proceeds from the sale of common shares (when combined with the common shares sold pursuant to the Standby Purchase Agreement) in the Offering to exceed approximately $6 million, the Standby Purchasers– obligations under the Standby Purchase Agreement will be reduced on a proportionate basis. In return for providing this commitment, the Standby Purchasers will receive a total of $110,000 as a commitment fee.
Carmanah expects the final prospectus relating to the Offering to be mailed to shareholders eligible to participate in the Offering on or about October 28, 2013. The rights will expire at 5:00 pm (Eastern time) on November 18, 2013 and Carmanah expects to issue Rights Shares in connection with the exercise of the Rights shortly thereafter.
The Offering and the issuance of securities described herein are subject to regulatory approval, including that of the Toronto Stock Exchange.
The Offering will be made only in the provinces of British Columbia, Alberta and Ontario and the United States (the “Eligible Jurisdictions”), pursuant to a final prospectus filed in Canada and a registration statement filed in the United States. In certain states, including California and Ohio, Rights may only be exercised by institutions to which solicitations may be addressed without registration under the relevant state securities laws. The Offering is not an offering of Rights for sale in any jurisdiction outside the Eligible Jurisdictions.
About Carmanah Technologies Corporation
As one of the most trusted names in solar technology, Carmanah has earned a reputation for delivering strong and effective products for transportation applications worldwide. Industry proven to perform reliably in some of the world–s harshest environments, Carmanah solar LED lights and solar power systems provide a durable, dependable and cost effective energy alternative. Carmanah is a publicly traded company, with common shares listed on the Toronto Stock Exchange under the symbol “CMH”. For more information, visit .
Statements contained in this news release relating to future results, events or developments, including, but not limited to, statements regarding the Offering, the number of securities issuable under the Offering, whether or not the Standby Purchaser will enter into the Standby Purchase Agreement, the expected timeline for mailing a prospectus to shareholders and concluding the Offering, the anticipated use of proceeds from the Offering, and statements containing the words “believes,” “may,” “could”, “plans,” “will,” “estimate,” “continue,” “anticipates,” “intends,” “expects”, “goal” and similar expressions, are “forward-looking statements” or “forward-looking information” under applicable U.S. and Canadian securities laws. Forward-looking statements or information are subject to the related assumptions made by us and involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from those expressed or implied by such statements or information.
Many of such risks, uncertainties and other factors form part of our underlying assumptions, and include, among other things, financial risks that would affect our operations such as our limited available working capital and cash flows and whether and for how long available funds will be sufficient to fund our operations, our ability to complete the Offering, and our ability to raise additional capital as and when needed; our need for substantial additional funding to conduct research and development and commercialization activities; current financial market conditions which may negatively affect our ability to obtain financing; the ability to obtain regulatory approval and shareholder acceptance of planned financings, and other factors referenced in our Annual Information Form (AIF) and other filings with Canadian securities regulatory authorities.
Given these uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. We disclaim any obligation to update, or to publicly announce any revisions to, any such statements or information to reflect future results, events or developments, except as required by law.
Contacts:
Carmanah Technologies Corporation
Stuart Williams
Chief Financial Officer / Corporate Secretary
Toll-Free: 1.877.722.8877