MONTREAL, Oct. 12,
2022 /CNW/ - (TSXV: VOTI) VOTI Detection Inc.
(the "Company") announces that the Company and its
subsidiary VOTI Inc. (collectively, "VOTI") have filed a
Notice of Intention to Make a Proposal ("Notice of
Intention") pursuant to the provisions of Part III of the
Bankruptcy and Insolvency Act (Canada) (the "BIA") with
PricewaterhouseCoopers Inc. as the proposal trustee (the
"Trustee") who will assist VOTI in its restructuring
efforts.
The filing of the Notice of Intention has the effect of imposing
an automatic 30-day stay of proceedings that will protect VOTI and
its assets from the claims of creditors while VOTI continues to
pursue its restructuring efforts. This 30-day period may be
extended with the authorization of the Superior Court of Québec
(Commercial Division). VOTI has taken this action under the BIA as
the most expeditious and economical manner of addressing the
interests of its creditors, further to the strategic review of
alternatives previously announced by the Company on June 27, 2022.
While VOTI is exploring all strategic and financial alternatives
to maximize stakeholder value in the Notice of Intention
proceedings, it has suspended its operations.
Management will work closely with VOTI's board of directors (the
"Board"), its advisors and the Trustee, in order to
secure financing to allow VOTI to pursue its restructuring efforts
for the benefit of all of its stakeholders.
Provided that it is successful in its efforts to secure
financing, VOTI intends to conduct a sale and investment
solicitation process (the "SISP") with the assistance of
Stifel GMP, acting as financial advisor and the Trustee. The SISP
is intended to solicit interest in, and opportunities for,
transactions involving VOTI's business and assets and including,
without limitation, a sale of all or a portion of VOTI's assets, a
merger or other business combination, or other similar transactions
or combination thereof.
There can be no assurance that the SISP will result in a
transaction or, if a transaction is proposed, that it will be
successfully concluded in a timely manner or at all. The failure of
VOTI to achieve its restructuring goals through an approved
proposal would result in VOTI being deemed to have made an
assignment into bankruptcy.
Other information about the Notice of Intention proceedings will
be available on the Trustee's website at
http://www.pwc.com/car-VOTI.
Trading in the Common Shares of VOTI
As a result of the filing of the Notice of Intention, trading in
the common shares of the Company on the TSX Venture Exchange
("TSXV") has been halted. There is no certainty as to timing
or likelihood that the Company's common shares will recommence
trading on the TSXV. In accordance with TSXV procedures, it is
expected that the common shares of the Company will be downgraded
to the NEX, where they are expected to remain halted pending
further review by the TSXV.
The Company will provide a further update on these matters once
more information is available.
Board Update
As of the time of this release, the Board is currently composed
of four members. There have not been any resignations on the Board
in connection with the filing of the Notice of Intention; however,
there are no assurances that the Board, as currently in place, will
remain as such pending the outcome of the foregoing.
Advisors
VOTI's legal advisor in connection with the Notice of Intention
proceedings and SISP is Osler,
Hoskin & Harcourt LLP. VOTI's financial advisor is Stifel
GMP.
About VOTI
VOTI, headquartered in, and listed on the TSX Venture Exchange,
is a leading-edge Canadian technology company that develops
latest-generation X-ray security systems based on 3D Perspective™
technology. VOTI's technology produces remarkably sharp and more
revealing X-ray images that are competitively superior while
delivering enhanced threat detection capabilities and an improved
user experience. Since its inception, VOTI has installed scanners
in more than 50 countries and has consulted heavily with government
agencies and security specialists worldwide to develop feature-rich
and easy-to-use scanners that meet the sophisticated needs of
modern security screening operations. www.votidetection.com
Legal Disclaimer
Neither 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 release.
Forward-Looking Statement
This release includes forward-looking information and
forward-looking statements within the meaning of Canadian
securities laws regarding VOTI and its business, including, without
limitation, statements regarding VOTI's ability to (i) secure
financing, (ii) conduct a SISP, (iii) realize the value of its
assets, (iv) complete a creditor proposal, bankruptcy, or complete
a restructuring, as well as statements relating to the composition
of the Board. Often, but not always, forward-looking information
can be identified by the use of words such as "plans", "is
expected", "expects", "scheduled", "intends", "contemplates",
"anticipates", "believes", "proposes" or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Such statements are based
on the current expectations of the management of VOTI and are based
on assumptions and subject to risks and uncertainties. Although the
management of VOTI believes that the assumptions underlying these
statements are reasonable, they may prove to be incorrect. The
forward-looking events and circumstances discussed in this release
may not occur by certain specified dates or at all and could differ
materially as a result of the risk factors identified in VOTI's
most recently filed management's discussion and analysis and in
other publicly filed documents under VOTI's profile on SEDAR at
www.sedar.com, as well as other unknown risks. Although VOTI has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on any forward-looking statements or
information. No forward-looking statement can be guaranteed. Except
as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and
VOTI does not undertake any obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events, or otherwise.
SOURCE VOTI Detection Inc.
