|By Marketwired .||
|July 30, 2014 06:08 PM EDT||
OTTAWA, ONTARIO -- (Marketwired) -- 07/30/14 -- International Datacasting Corporation ("IDC" or the "Corporation") (TSX: IDC), a global leader in digital content distribution solutions for the world's premiere broadcasters, today announced that the completion of its previously announced non-brokered private placement (the "Private Placement") of Common Shares for gross proceeds of $394,325. The proceeds of the Private Placement will be used to provide working capital to fund IDC's operations.
The subscribers include Christopher Van Staveren (a director and the Chairman of the Board), Eric Apps (a director), David Charron (a director), David Smith (a director), Doug Lowther (a director and President and Chief Executive Officer), Chris Barrett (Vice-President, Engineering and Operations), Steven Archambault (Chief Financial Officer), Steeve Huin (Vice-President, Products and Services) and Gary Carter (Vice-President and Chief Technology Officer), who purchased an aggregate of approximately $299,000 worth of Common Shares pursuant to the Private Placement. The remaining approximately $95,000 worth of Common Shares issued pursuant to the Private Placement was issued to subscribers who are employees of the Corporation and one additional individual who will be joining the Corporation as an employee in the near term.
4,281,487 Common Shares were issued pursuant to the Private Placement at a price of $0.0921, being the five day volume weighted average (VWAP) of the Common Shares determined as of July 15, 2014 (the day IDC applied to the Toronto Stock Exchange for conditional approval of the Private Placement).
Each of Messrs. Van Staveren, Apps, Charron, Smith, Lowther, Barrett, Archambault, Huin and Carter are "related parties" of IDC for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Other than improving IDC's working capital position and increasing the number of Common Shares held by directors, officers and employees, the Private Placement is not expected to have any effect on IDC's business and affairs. The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 since the up to $299,000 worth of Common Shares to be issued to related parties did not exceed 25% of IDC's market capitalization at the time the related parties agreed to participate in the Private Placement.
Prior to the completion of the Private Placement, the "related parties" of IDC owned an aggregate of 2.7% of IDC's 58,506,290 then issued and outstanding Common Shares (not including Common Shares issuable on the exercise of outstanding options or in settlement of restricted share units). Taking into account the Common Shares issued pursuant to Private Placement, the "related parties" own an aggregate of 7.7% of the Corporation's issued and outstanding Common Shares. In addition, an aggregate of 3,244,570 Common Shares have been issued to insiders of the Corporation pursuant to the Private Placement which amounts to approximately 5.5% of the Corporation's issued and outstanding Shares prior to the completion of the Private Placement.
Mr. Doug Lowther, International Datacasting Corporation's President and CEO, said "We are pleased to confirm the successful closing of the placement that we announced earlier this month. These funds are expected to provide additional flexibility to secure potential large orders in the second half of Fiscal 2015, while minimizing dilution to existing shareholders which would result from a larger equity offering."
A material change report with respect to the Private Placement has been filed under the Corporation's profile on SEDAR at www.sedar.com. A material change report was not filed prior to the date of the closing of the Private Placement as it was not practicable to do so given the timing of the application to the TSX for approval of the Private Placement and the date of the conditional approval of the TSX for the Private Placement. All material information with respect to the Private Placement was previously disclosed in the press release of IDC dated July 17, 2014, which was the date that the TSX conditional approved the Private Placement.
About International Datacasting Corporation:
International Datacasting Corporation (TSX: IDC) is a global leader in digital content distribution for the world's premiere broadcasters in radio, television, data and digital cinema. IDC's products and solutions are in demand for radio and television networks, targeted ad insertion, digital cinema, 3D live events, satellite news gathering, sports contribution, VOD, and IPTV. IDC is headquartered in Ottawa, Canada, with regional offices in Arnhem, the Netherlands and in San Diego, California. For more information visit: www.datacast.com.
This press release contains certain information that may constitute "forward-looking information" and/or "forward-looking statements" within the meaning of applicable Canadian securities laws, including statements as the use of proceeds from the Private Placement. All forward-looking information and forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. All statements other than statements which are reporting results as well as statements of historical fact are forward-looking statements that may involve a number of known and unknown risks, uncertainties and other factors; many of which are beyond the ability of IDC to control or predict.
Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan or "project" or the negative of these words or other variations on these words or comparable terminology. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Risks and uncertainties that might cause actual results to differ materially include, but are not limited to: competitive developments; risks associated with IDC's growth; expectations regarding new product initiatives and timing, including the STAR Pro Audio Solution, LASER Targeted Ad Insertion Platform and TITAN-3 Video Encoder; any difficulties with integrating acquired product lines into IDC's business and/or manufacturing procedures; any difficulties or disputes with IDC's subcontractors, contract manufacturers and suppliers; IDC's dependence on the development and growth of the satellite services market; a lengthy and variable sales cycle for IDC's products and services; IDC's reliance on a small number of customers for a large percentage of its revenue; expectations with respect to the sufficiency of its financial resources and liquidity; regulatory risks and intellectual property infringement.
More detailed information about potential factors that could affect IDC's financial and business results is included in the public documents IDC files from time to time with Canadian securities regulatory authorities and which are available on SEDAR at www.sedar.com, including, without limitation, IDC's MD& A for the year ended January 31, 2014, dated April 29, 2014.
Except as expressly required by applicable law, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are provided to assist external stakeholders in understanding IDC's expectations as at the date of this release and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on such statements.
International Datacasting Corporation
President and Chief Executive Officer
+1 613 596 4120 ext. 2211
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