The Private Placement remains subject to approval by the
Certain Subscribers are, or are directly or indirectly controlled by related parties of NHT. As a result, the Private Placement will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV.
The Private Placement will be completed in reliance on (i) an available exemption from the formal valuation requirement of MI 61-101 provided in paragraph (a) of Section 5.5 of MI 61-101 and (ii) an available exemption from the minority shareholder approval requirement of MI 61-101 provided in paragraph (a) of Section 5.7(1) of MI 61-101. Neither the fair market value of the Units to be issued nor the consideration to be paid for the Units subscribed for by related parties of NHT will exceed 25% of NHT's market capitalization.
As at the date of this news release, the Subscribers beneficially own or directly or indirectly exercises control or direction over an aggregate of 17,589,708 Units, representing 61.72% of NHT's 28,501,350 issued and outstanding Units. Assuming the Private Placement is completed, the Subscribers will beneficially own or directly or indirectly exercise control or direction over an aggregate of 18,453,220 Units, representing 62.84% of NHT's 29,364,862 issued and outstanding Units.
The Private Placement was approved by the independent members of NHT's board of trustees, with
The Private Placement will be completed pursuant to subscription agreements entered into between NHT and each of the Subscribers which will contain standard representations and warranties as to eligibility to participate in the Private Placement under applicable securities laws.
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Cautionary Statement Regarding Forward-Looking Information
This news release may contain forward-looking information within the meaning of applicable securities legislation, which reflects NHT's current expectations regarding future events and in some cases can be identified by terms such as "will", "may", "expected" and other similar expressions. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond NHT's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, risks related to NHT's ability to close the Private Placement, the approval of the Private Placement by the TSXV and the intended use of proceeds from the Private Placement. Information contained in forward-looking statements is based upon certain material assumptions. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect. NHT does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. This forward-looking information speaks only as of the date of this news release.
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