Friday, August 2, 2013

Northcore Updates Shareholder Meeting Results & Closes $840,000 Private Placement

TORONTO, ONTARIO--(Marketwired - Aug. 2, 2013) - Northcore Technologies Inc. (TSX:NTI) (OTCBB:NTLNF), a global provider of technology solutions, announces results of the Special and Annual Shareholders Meeting held on July 23, 2013 and the closing of an $840,000 private placement offering of convertible debentures.

Special and Annual Shareholders Meeting
At Northcore's duly called Special and Annual Shareholders Meeting the following resolutions were approved, with the corresponding percentages and number of votes cast in favour of the resolutions:
  1. Election of Directors: C. Bulger (97.3% in favour, 51,068,393 votes), R. Deslippe (99.6% in favour, 52,299,070 votes), D. Mackenzie (99.2% in favour, 52,098,350 votes) and M. Smith (99.2% in favour, 52,098,387 votes)
  2. Appointment of Auditors: A Chan & Company LLP (99.7% in favour)
  3. Consolidation of Common Shares: 20:1 consolidation (96.7% in favour)
  4. Share Issuance for Asset Purchase: 48% of the common shares in Northcore issued to Cielo for the purchase of renewable diesel intellectual property (99.9% in favour)
  5. Name Change: to Cielo Technologies, or such other as the Board decides (98.9% in favour)
  6. Option Pool Increase: to 15% of outstanding shares post Cielo IP purchase (93.8% in favour)
The shareholders approved the foregoing resolutions subject to the Directors' discretion to implement and regulatory approvals.

Convertible Debenture Private Placement
The Company closed a private placement of $840,000 in convertible debentures on July 25, 2013. Under the terms of the private placement, investors will be able to convert the Series O Debentures at any time during the one-year term into common shares priced at $0.015 per share; and the conversion into common shares is automatic upon Northcore closing the purchase of Cielo intellectual property. The Series O debentures mature on July 25, 2014. The debentures bear interest at an annual rate of 12 percent, payable in cash at maturity or upon conversion of the debenture. As a result of the Series O private placement, Northcore will issue up to 56,000,000 common shares upon conversion of the total offering, which comprised $155,000 of cash proceeds and $685,000 in settlement of Company liabilities.
Northcore's board of directors unanimously passed a resolution approving the terms. Northcore has also received conditional approval from the TSX for the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Northcore Technologies Inc.
Northcore Technologies offers award-winning intellectual property, including multi-patented technology, plus powerful Enterprise and holistic Social Commerce tools, to provide innovative IP based customer solutions. Northcore's portfolio companies include Envision Online Media Inc., a specialist in the delivery of content management solutions.
For more information, visit
This news release may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws. These include, among others, statements about expectations of future revenues, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause Northcore's ("the Company") results to differ materially from expectations. These risks include the Company's ability to raise additional funding, develop its business-to-business sales and operations, develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the Company's products and services, competitive factors, new products and technological changes, and other such risks as the Company may identify and discuss from time to time, including those risks disclosed in the Company's Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that the Company's plans will be achieved. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time with the Toronto Stock Exchange, on SEDAR (the System for Electronic Document Analysis and Retrieval at and the US Securities and Exchange Commission. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in any jurisdiction.

Northcore Technologies Inc.
Investor Relations
(416) 640-0400 ext. 273

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