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SUNNYVALE, Calif., Nov. 3, 2014 /CNW/ -- LeoNovus® Inc. ("LeoNovus") (TSXV: LTV), a leading Internet and cloud provider with its geo-dispersed distributed Cloud, announced today that, on October 23, 2013, it entered into loan agreements with two of its directors, pursuant to which the Corporation loaned an aggregate amount of $349,499.60 to those directors (the "Loans"). The directors used the funds obtained through the Loans to purchase 1,696,600 shares of the Corporation (the "Purchased Shares") through the exercise of warrants of the Corporation held by them, which created a net neutral cash event for the company Pursuant to the Loans, the Corporation took possession of the certificates representing the Purchased Shares as security for the Loans. The certificates representing the Purchased Shares are currently held in escrow by the Corporation's solicitors.
The Loans are related party transactions, as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and require disinterested shareholder approval and TSX Venture Exchange ("Exchange") approval pursuant to Exchange policies. The Corporation intends to seek disinterested shareholder approval of the Loans at the earliest opportunity and in any event no later than its next annual general meeting. Until such time as disinterested shareholder and Exchange approvals of the Loans are obtained and/or the Loans are fully repaid the Corporation will continue to hold the certificates representing the Purchased Shares in escrow.
In its consideration and approval of the Loans, the Corporation's board of directors (the "Board") took note of the fact that the Loans are related party transactions and that it is in the best interests of the Corporation to approve the Loans. The Board determined that the Loans are exempt from the formal valuation and minority approval requirements of MI 61-101 under sections 5.5(a) and 5.7(a) of MI 61-101 respectively.
About LeoNovus Inc. (www.LeoNovus.com)
LeoNovus® is a publically traded company on the TSX Venture Exchange in Toronto with offices in Sunnyvale, CA. and Ottawa, Ontario. The Company has launched an innovative high performance browser-based SMART MEDIA PLATFORM with a remotely managed cloud system that provides HDTVs and other connected devices with unprecedented access to features, content, and functionality over the web without the cost, overhead and support of a PC. This approach delivers an extremely flexible just-in-time service model to multiple markets including residential, hospitality and health care. In parallel, LeoNovus utilizes its proprietary Dark Core™ technology with a unique ability to "light up" idle dark processors in hardware systems for purposes of building Intelligent Networks. This allows the Company to offer geo-dispersed cloud services for new revenue streams while reducing costs and increasing performance via distributed networks.
LeoNovus shares have traded on the TSX Venture Exchange since June 10, 2009. Further information about LeoNovus can be found in its filings with Canadian securities regulators, which filings are available at http://www.sedar.com
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 press release may contain forward-looking statements and information, which may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with LeoNovus' growth, the state of the financial markets, regulatory risks and other factors. There can be no assurance or guarantees that any statements of forward-looking information contained in this release will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Unless otherwise required by applicable securities laws, LeoNovus disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on any statements of forward-looking information that speak only as of the date of this release. Further information on LeoNovus' public filings, including its most recent audited consolidated financial statements, are available at www.sedar.com.
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