Carmanah Technologies Corporation ( the Company or Carmanah ) is pleased to announce that it has completed a non-brokered private placement of 12,000,000 common shares in the capital of Carmanah (each a Share ) at a price of $0.25 per Share for gross proceeds of $3,000,000 (the Private Placement ).
All of the Shares issued under the Private Placement were purchased by James Meekison and Terry Holland; both of whom are insiders of the Company. Additional details are as follows: JDM Investment Holdings Inc. subscribed for 10,000,000 Shares under the Private Placement. JDM Investment Holdings Inc. is beneficially owned by James Meekison, who serves on the board of directors of the Company. Mr. Meekison now holds 23,178,000 common shares, representing approximately 13.6% of Carmanah s issued and outstanding common shares.
TMH Capital Corporation subscribed for 2,000,0000 Shares under the Private Placement. TMH Capital Corporation is beneficially owned by Terry Holland, who serves on the board of directors of the Company. Mr. Holland now holds 4,679,000 common shares, representing approximately 2.75% of Carmanah s issued and outstanding common shares.
The net proceeds from the Private Placement will be used for general corporate purposes, specifically to provide working capital.
Mr. John Simmons, CEO commented. This private placement, in fact all share issue financings of the Company over the past year, were largely subscribed for by members of our board of directors. Now our board collectively owns a significant portion of our Company and as such, its interests and the interests of our independent shareholders are fully aligned.
Under the rules of the Toronto Stock Exchange, Carmanah obtained shareholder approval for the Private Placement because the number of Shares being issued to insiders of Carmanah, when combined with securities previously issued to insiders in private placements over the last 6 months, is greater than 10% of the number of Carmanah shares outstanding at the beginning of that period. Pursuant to subsection 602(g) of the TSX Company Manual, Carmanah sought written consent of shareholders holding more than 50% of its issued and outstanding shares (excluding shares beneficially owned by insiders who are participating in this financing) to satisfy this requirement. Therefore, the votes attached to a total of 15,857,000 common shares (representing approximately 10.0% of the outstanding common shares) beneficially owned by Mr. Meekison and Mr. Holland were not counted for purposes of the shareholder vote.
All securities issued in connection with Private Placement are subject to a four-month and one day hold period under applicable securities laws.