Toronto, Ontario--(Newsfile Corp. - May 1, 2024) - Eddy Smart Home Solutions Ltd. (TSXV: EDY) ("Eddy" or the "Company") is pleased to announce the initiation of a non-brokered private placement to raise gross proceeds of up to $8,000,000, comprised of up to 5,333,333 post-consolidation (see below) common shares of the Company at $1.50 per post-consolidation share (the "Offering").
Mark Silver, the CEO and Chairman of the Company, has agreed to subscribe (either directly or through a controlled entity) for, at a minimum, approximately 885,787 post-consolidation common shares pursuant to the Offering, representing his current percentage holdings (16.6%) of the Company. In addition, and if any amount of the Offering is unsubscribed for following the participation of other investors, including those participating under the Existing Securityholder Exemption (see below), Mr. Silver has agreed to subscribe, either directly or through related parties, for the balance of the Offering. To the extent that Mr. Silver's participation in the Offering will increase his shareholdings above 20% of the issued and outstanding common shares of the Company, completion of Mr. Silver's subscription will be subject to approval of the disinterested shareholders of the Company. The closing of the subscription of Mr. Silver or his related parties will also be subject to a condition that the Company shall have reached agreements to settle outstanding debts with all secured parties and certain unsecured creditors other than normal and current trade payables.
In addition to other prospectus exemptions commonly relied upon in private placements, including the accredited investor exemption, the Offering will be made available to existing shareholders of the Company who, as of the close of business on April 30, 2024 (the "Record Date"), held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption available under Ontario Securities Commission Rule 45-501 - Ontario Prospectus and Registration Exemptions and equivalent provisions of applicable securities laws in other jurisdictions of Canada (the "Existing Security Holder Exemption"). Under the Existing Security Holder Exemption, existing shareholders that do not qualify as accredited investors are limited to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Security Holder Exemption exceeding the maximum amount of the Offering allowable under the Existing Security Holder Exemption ($1,193,000), the Company intends to adjust the subscriptions received on a pro-rata basis. The total number of common shares issuable under the Existing Security Holder Exemption will not be greater than 100% of the Company's issued outstanding common shares post-consolidation.
If you are an existing shareholder of the Company as of the Record Date who is interested in participating in the Offering, please contact Boris Baril at ir@eddysolutions.com or at 200-6 Eglinton Avenue East, Toronto, Ontario Canada M4P 1A6 and 1 (877) 388-3339 extension 6 for further information. Participation under the Existing Shareholder Exemption will be open from the date of this news release until one week prior to the closing date of the Offering, which date will be confirmed shortly, with all required documentation to be provided to the Company on or before such date. If you are a shareholder of Eddy who held common shares on the Record Date and wish to participate in the Offering, please contact the Company on or before such date.
The issuance of securities to insiders (such as Mr. Silver) pursuant to the Offering will also be considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will seek majority of minority shareholder approval for the Offering, including the participation of Mr. Silver in the Offering at the Company's upcoming annual general and special meeting (the "Shareholder Meeting").
The Company intends to use the net proceeds from the Offering for the repayment of the Company's loans and for general working capital purposes.
Any common shares issued under the Offering will be subject to a statutory period of four months and one day from the date of issuance. The Offering is subject to approval of the TSX Venture Exchange ("TSX-V").
The offered securities will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States.
Share Consolidation
The Company will consolidate the Company's common shares, subject to TSX-V approval, on the basis of one post-consolidation common share for up to every 100 pre-consolidation common shares (the "Consolidation"). The Company will not be seeking a new name or trading symbol. The Company will seek approval of the Consolidation at the Shareholder Meeting.
The Company will issue a future news release announcing the effective date of the Consolidation and its new CUSIP and ISIN numbers.
Currently, there are 79,528,619 common shares issued and outstanding, and after the Consolidation and before the closing of the Offering, there will be approximately 795,286 common shares issued and outstanding. No fractional shares will be issued as a result of the Consolidation. Instead, any fractional share interest of 0.5 or higher arising from the Consolidation will be rounded up to one whole share, and any fractional share interest of less than 0.5 will be cancelled without further compensation.
Registered shareholders of the Company will receive a letter of transmittal from the Company's transfer agent with instructions for exchanging their pre-consolidation shares for post-consolidation shares. Shareholders who hold their shares through a broker or other intermediary will not need to complete a letter of transmittal.
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, the issuance of any securities in any subsequent closing, Mr. Silver's participation in the Offering, the completion of the Consolidation, obtaining majority of the minority shareholder approval for Mr. Silver's participation in the Offering, 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.
