NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
DUEREN, Germany, Nov. 11, 2019 (GLOBE NEWSWIRE) -- GBLT Corp. (“GBLT” or the “Company”) (GBLT.V), announces a proposed loan from its Chief Executive Officer, Joachim Thilo Senst, of up to $750,000. The loan would be completed through the issuance of a unsecured convertible debenture (the “Debenture”) for an aggregate principal amount of up to $750,000 bearing interest at a rate of 8% per annum, payable quarterly and maturing 12 months from issuance. At the option of Dr. Senst the principal under the Debenture will be convertible into common shares of the Company at a conversion price of $0.08. All securities issued pursuant to the financing will be subject to a four-month hold period. The issuance of the Debenture is subject to director and TSX Venture Exchange approval.
The proposed loan by Dr. Senst would be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The proposed transaction is exempt from the formal valuation approval requirements of MI 61-101 since none of the securities of the Company are listed on a prescribed stock exchange. The proposed transaction is exempt from the minority shareholder approval requirements of MI 61-101 since, at the time the transaction was agreed to, neither the fair market value of the transaction nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.
GBLT, indirectly through its operating company, GBT GmbH, is a diversified lighting and battery company and the official licensee for Polaroid light products (LED and all other lighting technology including retail and projects), Polaroid Digital displays, AGFAPHOTO mobile energy products (such as batteries) and KODAK lithium based storage systems (mobile and household) and solar panels.
GBT is focused on capitalizing on the current global trends in the rapidly growing energy storage and lighting sectors through the branding, sale and distribution of electronic products, including some under private labels, for residential and commercial markets. Through its licensing and branding partnership with Polaroid for lighting and mobile energy storage products, GBT has an immediate focus on launching its line of energy storage products in Europe, North America and internationally. GBT is also pursuing various large global commercial lighting projects.
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, including closing of the transaction noted herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including, without limitation: receipt of TSX Venture Exchange approval for the transaction; execution of definitive agreements for the transaction; receipt of loan proceeds; and the directors of the Company approving the proposed transaction. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: failure by the TSX Venture Exchange or the directors of the Company to provide approval for the transaction; failure by Dr. Senst to provide the closing funds; failure of the parties to negation and execute definitive transaction documents; changes in law; the ability to implement business strategies and pursue business opportunities; the state of the capital markets; the availability of funds and resources to pursue operations; loss of licenses; threats to intellectual property rights; technological developments; reliance on independent manufacturing companies for research and development and for the supply of products; defects in products; lack of revenue growth; litigation risks; loss of key personnel; inability to manage rapid growth and retain customers; fluctuating foreign exchange rates fluctuations; security breaches; insurance risks; environmental risks and hazards; dependence on key customers and lack of long-term purchase commitments; competition; difficulty integrating newly acquired businesses; low profit market segments; as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law. The Company's results and forward-looking information and calculations may be affected by fluctuations in exchange rates. All figures are in Canadian dollars unless otherwise indicated.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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.
Joachim Thilo Senst
Chief Executive Officer