Toronto, Ontario--(Newsfile Corp. - July 2, 2024) - Eddy Smart Home Solutions Ltd. (TSXV: EDY) ("Eddy" or the "Company") announces that the Company has closed the non-brokered private placement previously announced by the Company on May 1, 2024, and May 14, 2024, through the issuance of 5,333,333 post-consolidation common shares of the Company for gross proceeds of $8,000,000 to the Company at $1.50 per post-consolidation share (the "Offering"). At the Company's annual general and special meeting held on June 17, 2024 (the "AGSM"), the Offering, including the Silver Subscription and Debt Conversion, and the Consolidation (as such terms are defined below), among other matters, were approved by the Company's shareholders.
Pursuant to the Offering, Mr. Mark Silver, the Company's CEO and Chairman, subscribed for 2,572,548 post-consolidation shares (the "Silver Subscription") indirectly through Shalcor Management Inc. ("Shalcor"), a company controlled by Mr. Silver. The Silver Subscription was comprised of the conversion of debt in the amount of $1,163,880 (the "Debt Conversion") and a cash subscription of $2,694,942. The Offering resulted in the creation of Mr. Silver as a new "control person" (as defined under applicable securities laws) of the Company. As the Silver Subscription was a related party transaction pursuant to Policy 5.9 of the TSX Venture Exchange (the "TSXV") and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), minority shareholder approval was sought and obtained at the AGSM.
In addition to the Silver Subscription, various other officers and directors of the Company, including their immediate family members, subscribed for an aggregate of 788,334 post-consolidation shares, representing aggregate gross proceeds of $1,182,501 to the Company. The participation by such other officers and directors (and their immediate family members) also constituted related party transactions but were exempt from the minority shareholder approval requirements. Neither the Company nor, to the knowledge of the Company after reasonable inquiry, the related parties have knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The Company is exempt from the formal valuation requirements of MI 61-101 as, in accordance with Section 5.5(b) of MI 61-101, it is not listed on a specified market.
The proceeds of the Offering will be used to repay the Company's existing credit facilities and for general working capital purposes.
All shares sold pursuant to the Offering are subject to a four month hold period which expires on October 29, 2024. The Offering and Debt Conversion have received conditional approval from the TSXV and are subject to receipt of final approval by the TSXV.
Early Warning Disclosure
Shalcor acquired an aggregate of 2,572,548 post-consolidation shares under the Offering, at an issue price of $1.50 per post-consolidation share for an aggregate purchase price of $3,858,822. Prior to completion of the Offering, Shalcor directly owned 72,793 post-consolidation shares, York Plains Investment Corp., a corporation controlled by Mr. Silver, directly owned 22,466 post-consolidation shares and Mr. Silver directly owned 36,827 post-consolidation shares and options to acquire 10,000 post-consolidation shares. As such, prior to completion of the Offering, Mr. Silver, directly or indirectly, owned or controlled, 132,086 post-consolidation shares, representing approximately 16.61% of the then issued and outstanding post-consolidation shares and options to acquire 10,000 post-consolidation shares.
Following the closing of the Offering, based on the number of issued and outstanding post-consolidation shares after completing the Offering and without additional issuance or conversion of securities, Mr. Silver, now owns, directly or indirectly, 2,704,634 post-consolidation shares representing 44.13% of the current issued and outstanding post-consolidation shares.
Pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Mr. Silver will file an early warning report, which will be available under the company's profile on the SEDAR+ website and may also be obtained by contacting Boris Baril, chief financial officer of the Company, at 1 (877) 388-3339, extension 6.
Share Consolidation
Prior to completion of the Offering, the Company consolidated its common shares on the basis of one post-consolidation common share for every 100 pre-consolidation common shares (the "Consolidation"). The Consolidation became effective at the open of the market on Friday June 28, 2024.
Prior to completion of the Consolidation and Offering, the Company had 79,528,619 common shares issued and outstanding. As at the date of this news release, and after completing the Offering, the Company has 6,128,619 common shares issued and outstanding. The Company has not changed its name as part of the Consolidation but has issued new share certificates under a new CUSIP number, which is 279369201 (ISIN: CA2793692013). The Company's common shares will continue to trade on the Exchange under its current symbol, "EDY".
About Eddy Smart Home Solutions Ltd.
Eddy is a leading North American provider and developer of smart water metering products and monitoring services for residential and commercial properties. Eddy's solutions help property owners protect, control, and conserve water usage through advanced sensing devices and behavioral learning software. For more information, visit www.eddysolutions.com.
For further details on the company's financial performance, please review our consolidated financial statements and management's discussion and analysis for the years ended December 31, 2023, and 2022, available on Eddy's SEDAR+ profile at www.sedarplus.ca.
For further information, please contact:
Cory Silver, President
Tel: 1 (877) 388-3339 extension 6
Email: ir@eddysolutions.com
FORWARD-LOOKING INFORMATION AND STATEMENTS
This news release contains forward-looking statements within the meaning of applicable securities laws including, among others, statements concerning our objectives, our strategies to achieve those objectives, our performance, as well as statements with respect to management's beliefs, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intent", "estimate", "anticipate", "believe", "should", "plans", or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward looking information in this news release includes (but is not limited to) information regarding the ability of the Company to obtain the final approval of the TSXV for the Offering and Debt Conversion and the use of proceeds from the Offering. These statements are not guarantees of future events or performance and are based on our estimates and assumptions that are subject to risks and uncertainties, including those described under the heading "Risk Factors" in the Company's filing statement dated January 6, 2022 (a copy of which can be obtained at www.sedarplus.ca), which could cause our actual results and performance to differ materially from the forward-looking statements contained in this news release.
All forward-looking statements in this news release are qualified by these cautionary statements. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This News Release is Not for Dissemination in the United States or for Distribution to U.S. Wire Services.
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SOURCE: Eddy Smart Home Solutions Ltd.
