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Martello Announces $2M Non-Brokered Private Placement and Amendment to Credit Agreement

Martello Announces $2M Non-Brokered Private Placement and Amendment to Credit Agreement
Canada NewsWire
OTTAWA, ON, Nov. 11, 2021

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DI…

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Martello Announces $2M Non-Brokered Private Placement and Amendment to Credit Agreement

Canada NewsWire

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

Initiatives supported by insiders strengthen the Company’s balance sheet to capitalize on its Vantage DX market opportunity, amid growing demand for Microsoft Teams monitoring solutions.

OTTAWA, ON, Nov. 11, 2021 /CNW/ – Martello Technologies Group Inc., (“Martello” or the “Company”) (TSXV: MTLO), a leading developer of enterprise digital experience monitoring (“DEM”) solutions, today announced its intention to complete a non-brokered private placement for aggregate gross proceeds of approximately CDN$2,000,000 (the “Private Placement”) in conjunction with an amendment (the “Amendment”) to the Credit Agreement (as defined below). The Private Placement will be subscribed entirely by certain directors, officers, and insiders of the Company, with a first tranche expected to close in November and a second tranche by January 31, 2022.

Martello’s market opportunity in Microsoft Teams DEM continues to strengthen in line with global hybrid workplace trends, and demand grows for its Vantage DX platform, launched in September 2021. As Martello focuses on driving sales of Vantage DX, the Company has taken steps to strengthen its balance sheet and negotiate more flexible terms with key lender Vistara Growth. These initiatives are intended to provide Martello with the time and resources to capitalize on both its Vantage DX market opportunity and its participation in the Microsoft Global Solutions Alliance program, to achieve a higher revenue growth trajectory for Microsoft DEM solutions.

Credit Agreement Amendment

Martello Technologies Corporation and Vistara Growth (“Vistara”) entered into a credit agreement on April 27, 2020 (the “Credit Agreement“) for a non–revolving term loan in the principal amount of US$8,000,000 (the “Loan“). On November 10, 2021, Martello and Vistara entered into an Amendment to this agreement.

The Amendment provides Martello with more flexible prepayment terms, adjusts certain covenants to be growth-oriented, terminates the 12,777,273 common share purchase warrants (the “Warrants”) previously issued to Vistara, and sets out the conditions of the Private Placement.

Pursuant to the terms of the Amendment, Vistara will surrender the previously issued Warrants for cancellation and, in consideration thereof, Martello shall pay to Vistara US $400,000. This reduces the number of outstanding warrants for Martello.

In addition, subject to the final approval of the TSX Venture Exchange (the “TSXV“), Martello will issue Vistara 837,110 common shares of Martello (the “Common Shares“) at a deemed price of CDN$0.119 per Common Share, consistent with the price of the Private Placement.

Martello may, pursuant to the Amendment, make partial prepayments of the outstanding Loan at the Company’s option, so long as the outstanding principal amount exceeds US$5 million. Previously, the loan was only prepayable in full.

In addition, the Amendment requires that Martello will complete the Private Placement.

Concurrent with the Amendment, Martello has also made certain immaterial amendments to its credit facility with National Bank of Canada.

Private Placement

The Private Placement will be completed in two tranches. The first tranche (the “First Tranche“) for a minimum of CDN$1,000,000 is required to be completed on or before November 30, 2021 pursuant to the Amendment. Martello intends to complete the First Tranche at a price of CDN$0.119 per Common Share, which is equal to the undiscounted volume weighted average trading price of the Common Shares on the TSXV for the five consecutive trading days prior to today’s date. Pursuant to the First Tranche, Martello will issue up to 8,403,362 Common Shares.

The second tranche (the “Second Tranche“) is for a minimum of CDN$2,000,000 less the amount of the First Tranche and is required to be completed on or before January 31, 2022, pursuant to the Amendment. The Second Tranche will be completed at a price per Common Share equal to the volume weighted average trading price of the Common Shares on the TSXV for the five consecutive trading days ending on the trading date immediately prior to the announcement of the Second Tranche. HO Industries SAS, previously the majority shareholder of GSX, has a pre-emptive right to maintain its pro rata ownership in the Company in connection with the Private Placement.

The net proceeds from the Private Placement are expected to be used by the Company to pursue sales activities and product features and enhancements, as well as for general working capital purposes. The First Tranche is expected to close on or about November 16, 2021 and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the listing of the Common Shares on the TSXV.

The Private Placement constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policies 4.1 and Section 5.9 and Multilateral Instrument 61–101 Protection of Minority Security Holders in Special Transactions (“MI 61101“) because insiders (and associated entities of certain insiders) of the Company, including Terence Matthews, through Wesley Clover International Corporation, and Colley Clarke intend to participate in the Private Placement and are expected to acquire 8,403,292 Common Shares in connection with the First Tranche. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of the Private Placement as the fair market value (as determined under MI 61-101) of the insider’s participation in the First Tranche is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101). A news release is being disseminated in connection with the insider participation in the First Tranche less than 21 days in advance of closing of the First Tranche as the Company did not have prior confirmation of the Private Placement or the insider participation at that time.
This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the “1933 Act”) as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Martello Technologies Group

Martello Technologies Group Inc. (TSXV: MTLO) is a technology company that provides digital experience monitoring (DEM) solutions. The company’s products provide monitoring and analytics on the performance and user experience of critical cloud business applications, while giving IT teams and service providers control and visibility of their entire IT infrastructure. Martello’s software products include Microsoft 365 end user experience monitoring, unified communications performance analytics, and IT service analytics. Martello is a public company headquartered in Ottawa, Canada with employees in Europe, North America and the Asia Pacific region. Learn more at http://www.martellotech.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods and ” includes, but is not limited to, statements with respect to activities, events or developments that the Company expects or anticipates will or may occur in the future including the completion of the Private Placement; the expected proceeds of the First Tranche and the Second Tranche; the use of proceeds from the Private Placement; and the anticipated date for closing of the First Tranche.

Forward-looking information is neither a statement of historical fact nor assurance of future performance. Instead, forward-looking information is based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking information relates to the future, such statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking information. Therefore, you should not rely on any of the forward-looking information. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking information include, among others, the following:

  • Continued volatility in the capital or credit markets and the uncertainty of additional financing.
  • Our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so.
  • Changes in customer demand.
  • Disruptions to our technology network including computer systems and software, as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of our operating systems, structures or equipment.
  • Delayed purchase timelines and disruptions to customer budgets, as well as Martello’s ability to maintain business continuity as a result of COVID-19.
  • and other risks disclosed in the Company’s filings with Canadian Securities Regulators, including the Company’s annual information form for the year ended March 31, 2020 dated December 24, 2020, which is available on the Company’s profile on SEDAR at www.sedar.com.

Any forward-looking information provided by the Company in this news release is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking information, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

SOURCE Martello Technologies Group Inc.




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Lundin Mining Announces TSX Approval for a Normal Course Issuer Bid

Lundin Mining Announces TSX Approval for a Normal Course Issuer Bid
Canada NewsWire
TORONTO, Dec. 6, 2021

TORONTO, Dec. 6, 2021 /CNW/ – (TSX: LUN) (Nasdaq Stockholm: LUMI) Lundin Mining Corporation (“Lundin Mining” or the “Company”) announces th…

Lundin Mining Announces TSX Approval for a Normal Course Issuer Bid

Canada NewsWire

TORONTO, Dec. 6, 2021 /CNW/ – (TSX: LUN) (Nasdaq Stockholm: LUMI) Lundin Mining Corporation (“Lundin Mining” or the “Company”) announces that the Toronto Stock Exchange (the “TSX”) has accepted the notice of Lundin Mining’s intention to renew its normal course issuer bid (the “NCIB”).

The Company intends to continue to utilize the NCIB at its discretion to make opportunistic purchases to create shareholder value and manage the number of outstanding common shares of the Company (the “Common Shares”).

This approval allows the Company to purchase up to 63,762,574 Common Shares, representing 10% of the 735,122,870 issued and outstanding Common Shares as of November 30, 2021, minus those Common Shares beneficially owned, or over which control or direction is exercised by the Company, the senior officers and directors of the Company and every shareholder who owns or exercises control or direction over more than 10% of the outstanding Common Shares, over a period of twelve months commencing on December 9, 2021. The NCIB will expire no later than December 8, 2022.

All purchases made pursuant to the NCIB will be made through the facilities of the TSX or other alternative Canadian trading systems. In accordance with TSX rules, any daily purchases (other than pursuant to a block purchase exemption) on the TSX under the NCIB are limited to a maximum of 565,398 Common Shares, which represents 25% of the average daily trading volume of 2,261,595 Common Shares on the TSX for the six months ended November 30, 2021. The price that Lundin Mining will pay for Common Shares in open market transactions will be the market price at the time of purchase.

In connection with the NCIB renewal, Lundin Mining entered into an automatic repurchase plan with its designated broker to allow for the repurchase of Common Shares at times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise (any such period being an “Operating Period”). Before entering an Operating Period, the Company may, but is not required to, instruct the designated broker to make purchases under the NCIB in accordance with the terms of the plan. Purchases made pursuant to the plan, if any, will be made by the Company’s designated broker based upon the parameters prescribed by the TSX, applicable Canadian securities laws and the terms of the written agreement entered between the Company and its designated broker. Outside of these Operating Periods, Common Shares will be purchasable by Lundin Mining at its discretion under its NCIB.

The automatic repurchase plan will commence on the effective date of the NCIB and will terminate on the earliest of the date on which: (i) the purchase limit under the NCIB has been reached; (ii) the NCIB expires; and (iii) the Company terminates the automatic repurchase plan in accordance with its terms. The automatic repurchase plan constitutes an “automatic plan” for purposes of applicable Canadian securities legislation and the agreement governing the plan has been pre-cleared by the TSX.

The actual number of Common Shares that may be purchased and the timing of such purchases will be determined by the Company. Decisions regarding purchases will be based on market conditions, share price, best use of available cash, and other factors. Any Common Shares that are purchased under the NCIB will be cancelled.

Under the Company’s current NCIB that commenced on December 9, 2020 and expires on December 8, 2021, the Company previously sought and received approval from the TSX to purchase up to 63,682,170 Common Shares. As of November 30, 2021, the Company has purchased 4,323,100 Common Shares under its current NCIB through open market transactions at a weighted average price of approximately $11.25 per Common Share.

About Lundin Mining

Lundin Mining is a diversified Canadian base metals mining company with operations in Brazil, Chile, Portugal, Sweden and the United States of America, primarily producing copper, zinc, gold and nickel.

The information in this release is subject to the disclosure requirements of Lundin Mining under the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below on December 6, 2021 at 22:00 Eastern Time.

Cautionary Statement in Forward-Looking Information

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of applicable Canadian securities laws. All statements other than statements of historical facts included in this document constitute forward-looking information, including but not limited to statements with respect to Lundin Mining’s proposed normal course issuer bid, the Company’s pre-defined plan with its broker to allow for the repurchase of Common Shares, and the number of Common Shares that may be purchased under the normal course issuer bid. Words such as “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “goal”, “aim”, “intend”, “continue”, “budget”, “estimate”, “may”, “will”, “can”, “could”, “should”, “schedule” and similar expressions identify forward-looking statements.

Forward-looking information is necessarily based upon various estimates and assumptions including, without limitation, the expectations and beliefs of management; assumed and future price of copper, nickel, zinc, gold and other metals; anticipated costs; ability to achieve goals; the prompt and effective integration of acquisitions; that the political environment in which the Company operates will continue to support the development and operation of mining projects; the Common Shares will, from time to time, trade below their value; the Company will complete purchases of Common Shares pursuant to the NCIB; and assumptions related to the factors set forth below. While these factors and assumptions are considered reasonable by Lundin Mining as at the date of this document in light of management’s experience and perception of current conditions and expected developments, these statements are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements and undue reliance should not be placed on such statements and information. Such factors include, but are not limited to: the market price of the Common Shares being too high to ensure that purchases benefit the Company and its shareholders; and other risks and uncertainties, including but not limited to those described in the “Risk and Uncertainties” section of the Annual Information Form and the “Managing Risks” section of the Company’s MD&A for the year ended December 31, 2020, which are available on SEDAR at www.sedar.com under the Company’s profile. All of the forward-looking statements made in this document are qualified by these cautionary statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, forecast or intended and readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. There can be no assurance that the Common Shares will, from time to time, trade below their value and that the Company will complete purchases of Common Shares pursuant to the NCIB. Accordingly, there can be no assurance that forward-looking information will prove to be accurate and forward-looking information is not a guarantee of future performance. Readers are advised not to place undue reliance on forward-looking information. The forward-looking information contained herein speaks only as of the date of this document. The Company disclaims any intention or obligation to update or revise forward-looking information or to explain any material difference between such and subsequent actual events, except as required by applicable law.

SOURCE Lundin Mining Corporation





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Bessor Announces the Passing of Director Richard T. Kusmirski

VANCOUVER, British Columbia, Dec. 06, 2021 (GLOBE NEWSWIRE) — Bessor Minerals Inc. (TSXV:BST) ("Bessor" or the "Company") is sad to report the recent…

VANCOUVER, British Columbia, Dec. 06, 2021 (GLOBE NEWSWIRE) — Bessor Minerals Inc. (TSXV:BST) (“Bessor” or the “Company“) is sad to report the recent passing of Richard (“Rick”) T. Kusmirski, P.Geo.,M.Sc. Bessor wishes to extend its sincere condolences to Rick’s family, friends, and business associates.

An accomplished and well respected exploration geologist, Rick had served as a Director of the Company since its establishment and his collegiality, technical competence and sage advice will be sorely missed.

BESSOR MINERALS INC.

Kieran Downes, Ph.D., P.Geo.
President, CEO & Director

For further information, contact:
Investor Relations
Email: [email protected]
Website: www.bessorminerals.com

Neither the 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 news release.




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Corrected: Secova Announces Flow-Through Financing to Raise up to $500,000

  

VANCOUVER, BRITISH COLUMBIA – TheNewswire – December 6, 2021 – Secova Metals Corp. (“Secova” or the “Company”) (CSE:SEK) (CNSX:SEK.CN)…

  

VANCOUVER, BRITISH COLUMBIA – TheNewswire – December 6, 2021 – Secova Metals Corp. (“Secova” or the “Company”) (CSE:SEK) (CNSX:SEK.CN) USA (OTC:SEKZF) is pleased to announce a non-brokered private placement to raise gross proceeds to the Company of up to $500,000 (the “Offering”) by the issuance of up to 2,702,703 flow through common shares  (the “Flow-Through Shares”) at a purchase price of $0.185 per Flow Through Share.

 

The Company will use the proceeds from the sale of the Flow-Through Shares to incur flow-through expenditures which qualify as 100% Canadian Exploration Expense (“CEE”), and will renounce said flow-through expenditures to the investors for the taxation year ending December 31, 2021. For subscribers residing in Quebec, they will be eligible for maximum deductions for Quebec income tax purposes.

All securities issued in connection with the Offering will be subject to a statutory hold period expiring in accordance with applicable securities legislation.  

The Company may pay eligible finders a fee (the “Finder’s Fees”) on the Offering within the amount permitted by the policies of the Canadian Securities Exchange (the “CSE”).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Pour une traduction française de ce communiqué de presse, veuillez visiter notre site Web à www.secova.ca.

About the Company

 

Secova Metals Corp. is a Canadian environmentally aware resource exploration and processing company. Management has demonstrated expertise in advancing gold exploration projects into acquisition targets, most notably in the province of Quebec. Secova’s principal restoration and recovery project is the Montauban property situated in Quebec, just 80 kilometers west of Quebec City. The Company is proposing to commence operations by the middle of 2022. The Company’s main exploration focus is its 100% ownership of the Eagle River project, which is adjacent to and on-trend to several gold projects in the Windfall Lake district of Urban Barry in Quebec. Secova will use its expertise in early-stage exploration to create shareholder value by attempting to prove out the resource in these assets.

 

For more information on Secova Metals Corp. please contact [email protected], Tel: +1 604-803-5229 or visit the website at www.secova.ca for the French version of this news release, past news releases, media interviews and opinion-editorial pieces by CEO and Chairman Brad Kitchen.

On Behalf of the Board of Directors, SECOVA METALS CORP.

“Brad Kitchen”

Chairman, CEO, and Director

 

Tel: +1 604-803-5229

Email: [email protected]

This press release contains “forward-looking information” that is based on the Company’s current expectations, estimates, forecasts, and projections. This forward-looking information includes, among other things, statements with respect to the Company’s exploration and development plans. The words “will”, “anticipated”, “plans” or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward looking information.

 

Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this release.

 

Copyright (c) 2021 TheNewswire – All rights reserved.






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