Wood Composite announces replacement credit facility and new chairperson
NISKU, AB, May 9, 2008 (Canada NewsWire via COMTEX) --
Companies: Wood Composite Technologies, Inc. (WCT),
Wood Composite Technologies Inc. ("Wood Composite" or the "Company") is pleased to announce it has secured a new secured credit facility to pay out in full a prior secured credit facility and that it has appointed a new chairperson.
Credit Facility
The Company has negotiated secured debt financing for gross proceeds of $3,000,000 (the "Replacement Loan") from certain lenders including Mr. Michael Greenwood, a director of the Company, Mr. John Greenwood, the President, C.E.O. and a director. The proceeds from the Replacement Loan are being used to retire an existing $3,000,000 secured credit facility Prior Loan"). In consideration of the Replacement Loan, which debt is to be repaid within 14 months, renewable for an additional 14 month term, with interest payable at the rate of 12% per annum, the Company has granted a Memorandum of Agreement Charging Lands and a General Security Agreement. The Replacement Loan does not involve a voting or equity component and as such will not dilute the current equity of the Company's shareholders.
In a related transaction, the Company notes that Mr. Michael Greenwood, as a nominee of the arranger of the Prior Loan, is entitled to a principal repayment of $750,000 in respect of the Prior Loan. In order to facilitate the reinvestment of these funds in the Company, the Company has advanced to Michael Greenwood a short-term no-interest loan payable on demand in the amount of $750,000, with proceeds of such forming a part of Michael Greenwood's initial advance to the Company under the Replacement Loan (the "Short Term Loan"). Mr. Michael Greenwood has granted a promissory note to the Company payable on demand in respect of such advance on the understanding that the Short Term Loan will be repaid to the Company immediately upon the settlement of the repayment monies to the nominees under the Prior Loan.
The Replacement Loan and the Short Term Loan may each be considered, in part, related party transaction within the meaning of Multilateral Instrument 61-101 (the "61-101") on the basis that certain insiders of the Company are participating in the Replacement Loan. Mr. Michael Greenwood has advanced $2,600,000 of the Replacement Loan and Mr. John Greenwood, has advanced $300,000 jointly with his wife. The mother-in-law of Mr. John Greenwood has advanced the remaining $100,000 of the Replacement Loan. The formal valuation and minority approval requirements set out 61-101 do not apply to the Replacement Loan since, amongst other factors, the securities of the Company are not listed on specified markets described in 61-101, in the case of the Short Term Loan, the value of the transaction is below certain financial thresholds set out in 61-101 and the Replacement Loan comprises a loan to the Company with no equity or voting component on terms that the Company has determined to be reasonable commercial terms.
New Chairperson
The Company also announced that Ms. Jo-Ann Panneton has agreed to assume the position of Chairperson of the board of directors of the Company. Mr. Dayan Henson, the prior Chairman did not stand for re-election at the shareholder meeting held March 20, 2008, as was previously announced. "On behalf of the rest of Wood Composite's board of directors, we would like to once again thank Dayan for his strong support of the company at very critical stages in the Company's development. We are very pleased that Jo-Ann has agreed to accept a greater responsibility with the Company. She has proven to be a valuable member of our team and we expect she will be able to assist us move on in the next stage of our growth."
About Wood Composite
Wood Composite is an Edmonton, Alberta based junior industrial company focused on the development, manufacture and sale of alternative composite building materials. Wood Composite has been marketing its business via Millennium Decking Inc., which is a wholly owned subsidiary of Wood Composite. Wood Composite maintains certain patents and processes that are proprietary to the Company which combine recycled polyvinyl chloride (PVC) and wood flour to produce a unique, attractive, durable and low maintenance exterior decking product. Wood Composite is listed on the TSX Venture Exchange under the symbol "WCT".
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
FORWARD-LOOKING STATEMENTS
Statements set out in this news release that are not historical facts are forward-looking statements. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate" or "will" and similar expressions) may include expectations, opinions or guidance that are not statements of fact. Forward-looking statements are based upon the opinions, expectations and estimates of management of WCT as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to, risks, uncertainties and other factors that are beyond the control of WCT. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information contained in this news release. Assumptions relating to certain forward-looking information contained in this news release are set out above in this news release. Although WCT believes that the expectations reflected in the forward-looking statements set out in this news release are reasonable, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of WCT contained in this news release are expressly qualified, in their entirety, by this cautionary statement. The forward-looking statements are made as of the date of this news release and WCT assumes no obligation to update or revise them to reflect new events or circumstances, except as expressly required by applicable securities law. Further information regarding risks and uncertainties relating to WCT and its securities can be found in the disclosure documents filed by WCT with the securities regulatory authorities (including WCT's annual financial statements for the fiscal year ended September 30, 2007, which was filed on SEDAR on January 25, 2008), available at www.sedar.com.
SOURCE: Wood Composite Technologies Inc.
Thomas G. Villetard, Chief Financial Officer, Telephone: (780) 955-3525, Facsimile: (780) 955-7075, Websites: www.mdecking.com and www.woodcomp.com
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Companies: Wood Composite Technologies, Inc. (WCT),
