As disclosed in the information circular distributed to the Nuvolt shareholders in connection with the meeting, there are presently 146,884,574 issued and outstanding common shares of the Corporation. Nuvolt proposes the consolidation of its share capital in order to facilitate future financings in accordance with the rules of the TSX Venture Exchange.
Accordingly, shareholders will be asked to approve a special resolution authorizing an amendment to the Articles of the Corporation so as to consolidate the common shares of the Corporation on the basis of one new common share for every ten common shares issued and outstanding. Based on the number of common shares currently issued and outstanding, the share consolidation would result in approximately 14,688,457 common shares being issued and outstanding after the effective date of the consolidation. In order to be adopted, the Special Resolution must be approved by at least two-third of the votes cast by the holders of common shares, either present in person or represented by proxy at the Meeting. The share consolidation is subject to the approval of the TSX Venture Exchange.
No fractional shares will be issued upon consolidation of the common shares. If as a result of the share consolidation a shareholder becomes entitled to a fractional common share, such fraction will be rounded to the nearest whole number.
There will not be a change of name of the Corporation in conjunction with the share consolidation. Pursuant to the policies of the TSX Venture Exchange, it will be necessary for the Corporation to adopt a new stock symbol in connection with the share consolidation. The Corporation will announce the symbol by way of press release.
About Nuvolt Corporation Inc.
Nuvolt has developed a specialized expertise in the monitoring and the management systems for electrical failures, power quality, the detection and neutralization of leakage current for the agriculture, maritime, commercial and industrial markets. SmartScan is now available to the agriculture market. The SmartScan system has the ability to predict an electrical failure on equipment and electrical networks. It could prevent equipment failures and production downtime on production assembly lines and commercial buildings and also fire risks. The ShipScan, for the maritime market, and the SmartScan Pro, for the industrial market were launched in September 2012.
Certain statements contained in this press release constitute forward-looking information. Such statements are based on the current expectations of management. You are cautioned that such statements can be subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking information. The reader should not place undue reliance on the forward-looking information included in this press release given that (i) actual results could differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information could prove to be inaccurate. There is no guarantee that the proposed private placement can be completed on the terms described in this press release. These statements speak only as of the date they are made, and Nuvolt assumes no obligation to revise such statements as a result of any event, circumstance or otherwise, except in accordance with law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Jacques Dion CEO
Telephone: (418) 833-0773
(418) 833-4055 (FAX)