Mr. Stephen Letwin reports
ONENERGY ANNOUNCES NON-CONVERTIBLE DEBT FUNDING
ONEnergy Inc. has provided details of a non-convertible unsecured loan by way of a promissory note in the aggregate amount of $1.2-million to be advanced by one of its directors.
Pursuant to the terms and conditions of the promissory note, Stephen J.J. Letwin, the
company's chairman
and interim chief executive officer, agreed to provide the
company
with an unsecured loan in the amount of $1.2-million. The Letwin loan is not convertible for securities of the
company, will pay an annual interest rate of 12 per cent (calculated daily) and is repayable on demand and, in any case, will be due no later than Jan. 31, 2019.
The proceeds from the Letwin loan will be used to repay the
company's
convertible note that was issued in the principal amount of $1.2-million on Aug. 3, 2017. The
company
expects to use proceeds from the sale of the
company's home comfort and gas and power
businesses, in part, to repay the Letwin loan.
In accordance with the policies of the TSX Venture Exchange, ONEnergy's common shares were halted from trading in April, 2018, upon the announcement of a possible transaction involving the
company and Suske Capital,
and will remain halted until after the completion of the transaction.
The Letwin loan is considered a related party
transaction pursuant to
Multilateral Instrument
61-101 --
Protection of Minority Security Holders
in
Special Transactions. The
company
is relying on the exemption available under Section 5.7(1)(f) of MI 61-101 minority shareholder approval requirement, as the Letwin loan does not have an equity or voting component, and is considered by the independent directors of the
company
to be on reasonable commercial terms that are not less advantageous to the
company
than if the financing were obtained from an arm's-length party. Additionally, the Letwin loan is not subject to the formal valuation requirement of MI 61-101. The Letwin loan was approved by the independent members of the board of directors of ONEnergy with Mr. Letwin abstaining from the vote.
About ONEnergy Inc.
ONEnergy is an energy management firm serving commercial, industrial, multiresidential and residential clients via its ONEnergy- and Sunwave-branded energy and energy-efficiency businesses. ONEnergy specializes in helping customers use energy more wisely by minimizing their energy consumption and then cost-effectively managing the balance.
We seek Safe Harbor.
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