~ Shareholders should click or dial into the meeting through a virtual format conducted by live audio webcast~
VANCOUVER, BC – March 26, 2020 – TIMIA Capital Corporation (“TIMIA” or the “Company”) (TSX-V:TCA/OTC: TIMCF) today announced the details of its upcoming Special Meeting of Shareholders (“the Meeting”) to be held on Tuesday March 31, 2020 at 10:00 am (Pacific Standard Time). Further details regarding the Meeting are available in the management information circular and notice of meeting dated February 24, 2020, sent to shareholders and filed on SEDAR at www.sedar.com.
After taking into account recent Provincial and Federal guidance regarding public gatherings and social distancing due to the COVID-19 pandemic, the Company has elected to hold the Meeting electronically, allowing shareholders to attend and participate at the Meeting by dialling into or clicking the link below to a live audio webcast. This serves to proactively protect the health and well-being of the Company’s shareholders, management, directors and service partners, while permitting and encouraging shareholder participation at the Meeting.
Details of the Meeting:
Date: March 31, 2020
Time: 10:00 am PST
Telephone Access: Canada: +1 855 703 8985 (Toll Free) Webinar ID: 293 078 247
US: +1 888 788 0099 (Toll Free) Webinar ID: 293 078 247
To Register in Advance: https://zoom.us/webinar/register/293078247/
To Access the Webcast: https://zoom.us/j/293078247
In order to streamline the Meeting process, the Company encourages shareholders to vote in advance of the meeting using the Voting Instruction Form or the form of Proxy mailed to them with the Meeting materials and submitting them by no later than 10:00 PST on Friday, March 27, 2020, the cut-off time for deposit of proxies prior to the Meeting. Shareholders wishing to attend the Meeting are encouraged to do so by logging into the webcast or calling the number above, and instructions will be provided as to how shareholders entitled to vote at the Meeting may participate and vote.
About the Meeting
At the Meeting shareholders will be asked to consider an important change to the TIMIA’s capital structure that, if passed, may help strengthen the Company’s financial position and bottom line.
TIMIA has $8.1 million of debt outstanding in 4 series of debentures and convertible debentures maturing between 2020 and 2024 with interest rates between 8% and 12%. TIMIA has grown its asset base to over $27M at the end of 2019, up from $14M at the end of the prior year. The company is moving towards more institutional sources of capital, as demonstrated by the closing of its first Limited Partnership during 2019.
TIMIA does not have the ability to issue preferred shares today, and management and the Board believe this could be a useful tool to reduce our cost of capital. TIMIA is proposing to change its Articles of Incorporation to create a Series A Preferred Share class, which may provide a cost effective option to raise capital and reduce the Company’s overall debt including paying down up to $8.1 million of outstanding debentures and convertible debentures.
By retiring the majority of the outstanding debentures and convertible debentures through a new structure, such as the preferred shares, the resulting decrease in interest expense, if achieved, will have a meaningful impact on the Company’s bottom line.
Retiring debentures and convertible debentures could also reduce dilution suffered by common shareholders as a result of the conversion of the convertible debentures and the potential exercising of warrants associated with certain of the series of debentures.
Given current market volatility and uncertainty TIMIA has no plan to conduct an offering of preferred shares at this time. There may be an appropriate opportunity in the future and the Board has concluded it is prudent to amend the bylaws to allow the company to respond quickly to an attractive opportunity.
Shareholders will also be asked to consider an amendment to the Articles to require reasonable advance notice if a shareholder intends to nominate someone for election to the Board of Directors. Such advance notice provisions are now commonplace in the US and Canadian public companies are also adopting them as a routine corporate governance procedure. Advance notice provisions in the Canadian context help ensure that all shareholders, including those who participate in a meeting by proxy rather than in person, receive adequate notice of the nominations, and can register an informed vote. They also help facilitate an orderly and efficient meeting process. Proxy advisory services such as ISS typically support reasonable advance notice bylaws.
About TIMIA Capital Corporation
TIMIA Capital Corporation is a specialty finance company that provides growth capital to technology companies in exchange for payments based on monthly revenue. This alternative financing option complements both debt and equity financing, while allowing entrepreneurs and existing stakeholders to retain ownership and control of their business. TIMIA’s focus is the fast growing, global, business-to-business Software-as-a-Service (or SaaS) segment. We align ourselves with entrepreneurial management teams growing their sales from $1 Million to $10 Million in Annual Recurring Revenue. For more information about TIMIA Capital Corporation, please visit www.timiacapital.com.
For more information, please contact:
Vice President, Capital Markets & Communications
Mike Walkinshaw, CEO
TIMIA Capital Corporation
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements normally contain words like ‘believe’, ‘expect’, ‘anticipate’, ‘plan’, ‘intend’, ‘continue’, ‘estimate’, ‘may’, ‘will’, ‘should’, ‘ongoing’ and similar expressions, and within this news release include any statements (express or implied) respecting the change to TIMIA’s capital structure helping strengthen the Company’s financial position and bottom line, the creation of a Series A Preferred Share class providing a cost effective option to raise capital and reduce the Company’s overall debt, beliefs of management and the Board that a preferred share financing could be a useful tool to reduce our cost of capital, a resulting decrease in interest expense through the issuance of preferred shares having a meaningful impact on the Company’s bottom line, the retiring of debentures and convertible debentures also reducing dilution suffered by common shareholders as a result of the conversion of the convertible debentures and warrants, the retiring of some or all of the debentures and convertible debentures on its balance sheet being an important part of transforming TIMIA to a scalable future and the potential for a preferred financing in the future. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable and appropriate in the circumstances, including, without limitation, the following assumptions: that the Company and its investee companies are able to meet their respective future objectives and priorities, assumptions concerning general economic growth and the absence of unforeseen changes in the legislative and regulatory framework for the Company. Although management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Timia’s business. Material risks and uncertainties applicable to the forward-looking statements set out herein include, but are not limited to, the Company having insufficient financial resources to achieve its objectives; availability of further investments that are appropriate for the Company on terms that it finds acceptable or at all; successful completion of exits from investments on terms that constitute a gain when no such exits are currently anticipated; intense competition in all aspects of business; reliance on limited management resources; general economic risks; new laws and regulations and risk of litigation. Although Timia has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of Timia. Accordingly, readers should not place undue reliance on forward-looking statements. Timia undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.