May 16, 2018 / TheNewswire / Kelowna, British Columbia - Decisive Dividend Corporation (TSX-V: DE) ("Decisive" or the "Corporation"), a growth-oriented acquisition company, is pleased to announced that it has entered into a commitment letter with its senior lender with respect to a proposed debt financing and it has entered into an engagement letter with an investment dealer with respect to a proposed equity financing on a best efforts basis.
Decisive has accepted a commitment letter from its senior lender, The Bank of Nova Scotia, with respect to a $6,000,000 increase in its existing credit facility.
Decisive intends to use the proceeds from the increase in its credit facility to satisfy the cash component of the purchase price payable upon the closing of Decisive's previously announced proposed acquisition of Slimline Manufacturing Ltd. (the "Slimline Acquisition").
The Slimline Acquisition is currently anticipated to close in May, 2018.
Decisive has also entered into an engagement letter with Industrial Alliance Securities Inc. (the "Agent") pursuant to which Decisive engaged the Agent in connection with conduct a public offering, on a best efforts basis, of a minimum of 2,875,000 common shares of Decisive ("Common Shares") and up to a maximum of 3,250,000 common shares at a price of $4.00 per Common Share for minimum aggregate gross proceeds of $11,500,000 and maximum aggregate gross proceeds of $13,000,000 (subject to increase in the event that the Agent exercises its option, exercisable at any time up to closing, to sell up to an additional 487,500 common shares of the Corporation at a price of $4.00 per Common Share for additional gross proceeds of up to $1,950,000) (the "Offering").
In consideration of the services rendered by the Agent in connection with the Offering, Decisive has agreed to: (a) pay the Agent on the closing of the Offering an aggregate fee equal to: (i) 7.0% of the gross proceeds of the Offering resulting from sales to purchasers (other than purchasers identified on a mutually agreed upon subscriber list (the "President's List")); and (ii) 4.0% of the gross proceeds of the Offering resulting from sales to purchasers identified on the President's List; and (b) issue to the Agent on the Closing Date Common Share purchase warrants to be issued to the Agent upon the closing of the Offering, entitling the holder thereof to acquire Common Shares equal to: (i) seven percent (7%) of the number of Common Shares sold by the Agent to purchasers (other than those purchasers identified on the President's List) pursuant to the Offering and (ii) four percent (4%) of the number of Common Shares sold by the Agent to purchaser's identified on the President's List pursuant to the Offering.
Subscribers on the President's List may subscribe for up to a maximum of $2,500,000, unless otherwise agreed to by the Agent.
The Corporation has agreed to prepare a file a preliminary short form prospectus qualifying the distribution of Common Shares under the Offering in all provinces of Canada, other than the Province of Quebec.
The net proceeds of the Offering will be used to satisfy the cash component of the purchase price payable upon the closing of Decisive's previously announced acquisition of Hawk Machine Works Ltd.
About Decisive Dividend Corporation
Decisive Dividend Corporation is an acquisition-oriented company, focusing on the manufacturing sector. The Corporation uses a disciplined acquisition strategy to identify already profitable, established companies that have strong management teams, generate steady cash flow, operate in non-cyclical markets, and have opportunity for future growth.
For additional information regarding Decisive Dividend Corporation and its operating subsidiaries, see its Annual Information Form (AIF) dated April 17, 2018.
FOR FURTHER INFORMATION PLEASE CONTACT:
Mr. David Redekop, Chief Financial Officer
#201, 1674 Bertram Street
Kelowna, BC V1Y 9G4
Telephone: (250) 870-9146
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on management's current beliefs, assumptions and expectations as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking information relating to the proposed financings. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the failure to successfully complete the proposed financings and all other risks associated with the businesses carried on by operating subsidiaries of the Corporation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
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