Salona Global Medical Device Corporation (“
Salona
Global”, “
SGMD” or the
“
Company”) (TSXV:SGMD) is pleased to announce
the appointment of Lana Newishy to its Board of Directors as
Executive Vice Chair, effective May 24, 2023. Ms. Newishy is the
former CFO of American Express Corporate Card Canada and most
recently served as a senior executive in the Chief of Staff Office
for the Global Supply Chain Strategy & Transformation group of
The Estee Lauder Companies Inc.
“We are pleased to be adding talent and diversity to our Board,”
said Les Cross, Non-Executive Chairman. “Lana will work well with
Luke in executing our business plan going forward. We are focused
on restructuring our debt, increasing profitability and getting
back to our stepped-up pace for acquisitions.”
“Now that we are a larger organization, we are fortunate to have
Lana to expand our capacity to improve and grow our business,” said
Luke Faulstick, CEO. “As Les said, clearly our first priority is
restructuring our debt. As we complete that task, we are focused on
our five engines of growth and getting back to the momentum we had
in 2022.”
In connection with her appointment as a director, the Company’s
Board of Directors has granted Ms. Newishy options under its Stock
Option Plan to purchase up to 1,000,000 common shares, vesting
equally over a three year period, with a term of five years and an
exercise price of CAD $0.29. The options and
underlying common shares are subject to a four month and one day
hold period pursuant to the TSX Venture Exchange.
Consulting Arrangement with Ms. Newishy
The Company has also engaged Ms. Newishy as a
financial consultant to assess and provide her analyses and advice
to our financial organization on enhancing the Company’s cash flow
and improving the Company’s cost structure. Pursuant to the
terms of a consulting engagement entered into with her limited
liability company, compensation for Ms. Newishy’s services will
consist of a fixed payment of USD $16,667 per
month and a bonus plan which provides for the payment of a
quarterly bonus payment not to exceed USD $25,000
per quarter, which covers the next four quarters, as follows: 1)
for the quarters ended September 30, 2023 and December 31, 2023, if
Adjusted EBITDA (as defined below) exceeds CAD
$900,000 for such quarter, Ms. Newishy will be paid a bonus equal
to 2.5% of Adjusted EBITDA for such quarter; 2) for the quarter
ended March 31, 2024, a bonus equal to 0.166% of the difference
between the annualized revenue for Q1 2024 compared to the
annualized revenue for Q4 2023, and 3) for the quarter ended June
30, 2024, a bonus equal to 0.166% of the difference between the
annualized revenue for Q2 2024 compared to the annualized revenue
for Q4 2023. For quarters after Q2 2024, the Board of Directors
will determine the bonus structure based on the goals of the
Company and the services to be rendered by Consultant.
Issuance of Common Shares to Former
Employee
Pursuant to a severance agreement, the Company
also intends, subject to TSX Venture Exchange (the “Exchange”)
approval, to issue a former employee 337,524 common shares of the
Company at a deemed price of CAD$0.61. The common shares will be
issued in reliance on exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the “U.S. Securities
Act”), and applicable state securities laws, and will be
issued as “restricted securities” (as defined in Rule 144 under the
U.S. Securities Act).
For more information please contact:
Luke Faulstick Chief Executive
Officer Tel: 1 (800)
760-6826 Email: Info@Salonaglobal.com
Additional Information
For purposes of the Consulting Agreement,
“Adjusted EBITDA” is defined as net loss excluding interest
expense, provision for income taxes, depreciation of property and
equipment, amortization of right-of-use asset, amortization of
intangible assets, stock based compensation, and all other non-cash
expenses.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
Certain statements contained in this press
release constitute "forward-looking information" within the meaning
of the Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities laws. These statements can be
identified by the use of forward-looking terminology such as
“expects” “believes”, “estimates”, "may", "would",
"could", "should",
"potential", "will", "seek", "intend", "plan", and
"anticipate", and similar expressions as they
relate to the Company, including: the execution of
our business plans; the expected restructuring of our debt; the
goal of increasing profitability; the increase in the pace of
acquisitions; and our expansion of capacity to improve and grow our
business.
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, including: our ability to execute our business plans;
our ability to reach agreement with our creditors to restructure
our debt; our ability to increase our profitability, which is
dependent on our ability to increase our revenues, improve our
gross margins, and reduce our expenses; and the Company
successfully identifying, negotiating and completing additional
acquisitions. Salona cautions that the forward-looking statements
contained herein are qualified by important factors that could
cause actual results to differ materially from those reflected by
such statements. Such factors include but are not limited to
the general business
and economic conditions in the regions
in which Salona operates; the ability of Salona to
execute on key priorities, including the successful
completion of acquisitions, business retention,
and strategic plans and to attract,
develop and retain key executives; difficulty
integrating newly acquired businesses; ongoing or new
disruptions in the supply chain, the extent and scope of such
supply chain disruptions, and the timing or extent of the
resolution or improvement of such disruptions; the ability
to implement business strategies and
pursue business opportunities; disruptions in
or attacks (including cyber-attacks) on
Salona’ s information technology, internet,
network access or other voice or
data communications systems or services; the evolution
of various types of fraud or
other criminal behavior to
which Salona is exposed; the failure of third parties
to comply with their obligations to Salona or its
affiliates; the impact of new and changes to, or application
of, current laws and regulations; granting of permits and
licenses in a highly regulated business; the overall
difficult litigation environment, including in the United States;
increased competition; changes in foreign currency
rates; increased funding costs and
market volatility due to market illiquidity and competition for
funding; the availability of funds and
resources to pursue operations; critical accounting
estimates and changes to accounting standards,
policies, and methods used by Salona; the occurrence of
natural and
unnatural catastrophic events and
claims resulting from such events; www.sec.gov, and
with the securities regulatory authorities in
certain provinces of Canada and available
at www.sedar.com. Should any factor affect Salona 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, Salona 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.
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