Toronto, Ontario--(Newsfile Corp. - May 14, 2024) - Eddy Smart Home Solutions Ltd. (TSXV: EDY) ("Eddy" or the "Company") announces that the Company will hold its upcoming annual general and special meeting on June 17, 2024 (the "Meeting"). At the Meeting, shareholders will be asked to elect the Company's directors, appoint the Company's auditor, approve a share consolidation (the "Consolidation"), approve the recently announced non-brokered private placement involving the potential creation of Mr. Mark Silver as a "control person" (the "Offering"), and adopt a new omnibus equity incentive plan.
As previously announced, the Offering is for gross proceeds of up to $8,000,000 comprised of up to 5,333,333 post-consolidation (following a 1 for 100 consolidation) common shares of the Company at $1.50 per post-consolidation share. Pursuant to the Offering, Mark Silver, the Company's CEO and Chairman, has agreed, either directly or through companies controlled by Mr. Silver, to subscribe for a minimum of 885,787 post- consolidation shares for $1,328,680 (the "Silver Minimum Subscription"). In addition, and if any amount of the Offering is unsubscribed for following the participation of other investors, Mr. Silver has agreed to subscribe, either directly or through related parties, for the balance of the Offering.
The proceeds of the Offering will be used to repay the Company's existing credit facilities and for general working capital purposes. Of the existing credit facilities, $1,163,880 is expected to be owed, on closing, to Shalcor Management Inc. ("Shalcor"), a company controlled by Mr. Silver, for cash advances provided by Shalcor to the Company. As part of the Silver Minimum Subscription, this debt amount of $1,163,880 shall be converted to 775,920 post-consolidation common shares of the Company at a conversion price of $1.50 per post-consolidation share (the "Debt Conversion"). The Company intends to complete the Consolidation by the end of June and the Debt Conversion, together with the Offering, as soon as possible thereafter. The Company will provide further updates in due course as appropriate.
The Debt Conversion, together with the Offering, are subject to approval of the TSX Venture Exchange ("TSX-V"). The full details regarding the Consolidation, the Offering, including the Debt Conversion, and other matters to be approved at the Meeting, will be found in the Company's proxy related materials, including its notice of annual general and special meeting of shareholders and management information circular (collectively, the "Meeting Materials") on SEDAR+ at www.sedarplus.ca under the Company's profile on or around May 24, 2024.
Detailed instructions about how shareholders may vote their shares at the Meeting can be found in the Meeting Materials. The Meeting Materials will be mailed to shareholders of record as of April 30, 2024.
About Eddy Smart Home Solutions Ltd.
Eddy is a North American provider and developer of residential and commercial smart water metering products and monitoring services, helping property owners protect, control, and conserve water usage by combining water sensing devices with behavioural learning software. For more detail on the Company's products or corporate information please visit www.eddysolutions.com.
For further information on the financial results of the Company, please review the Company's audited consolidated financial statements and management's discussion and analysis of the financial condition and results of operations for the three and twelve months ended December 31, 2023, available on Eddy's SEDAR website at www.sedarplus.ca. In addition, supplemental information is available on the Eddy's website at www.eddysolutions.com/investors.
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 closing of the Offering and Debt Conversion, the issuance of any securities in any subsequent closing, Mr. Silver's participation in the Offering including the Debt Conversion, the completion of the Consolidation, obtaining majority of the minority shareholder approval for Mr. Silver's participation in the Offering including the Debt Conversion, the Company's stated use of the net proceeds, and TSX Venture Exchange approval. 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.
