Market Overview

Novra CEO's Performance Review and Compensation


WINNIPEG, Feb. 9, 2018 /CNW/ - Novra Technologies Inc. ("Novra") (TSX-V: NVI). With Novra's acquisition of controlling interest of Wegener Corporation (Wegener) on December 29, 2017, the Board of Directors met this week to review the CEO's performance over the past 24 months and adjust his compensation.

The Board acknowledged and commended Novra's CEO, Harris Liontas, for the significant corporate achievements over the past 24 months resulting in increased shareholder value and positioning Novra for future acquisitions and market share growth. Key achievements noted were:

  1. Novra's acquisition of International Datacasting Corporation (IDC)
  2. Successfully integrated IDC and Novra's operations
  3. Negotiated and successfully acquired controlling interest (51%) of Wegener and negotiated an option to acquire the remaining 49%
  4. Negotiated and restructured Wegener's debt including long-term repayment terms once Novra acquires the remaining 49%.
  5. Secured over $1.1M financing and convert $300,000 of this loan into equity.
  6. Four consecutive profitable quarters
  7. Novra's stock appreciated over 200% and market capitalization increased over 300%
  8. Average daily stock trading volume increased by over 25 times

The board further noted that from 2005 to 2016 the CEO reduced his salary from $160,000 to $15,000 per annum to enable Novra to pay back loans totalling more than $1,250,000 plus accrued interest to the Crocus Investment Fund and the Manitoba Science & Technology Fund and fund other operating expenses. During those years, only $305,000 in additional salary obligation was accrued and none of that has been paid out.

The CEO's decision to forgo 90% of his salary has kept over $1.9M in the company over the ensuing 12 year and has prevented Novra from having to raise that capital, avoiding a potential significant dilution to shareholders' stock. Using equity to raise this capital would have required Novra to issue as many as 27 million new shares causing a greater than 55% dilution to the 22 million total shares outstanding in 2006.

CEO 2018 Remuneration and Performance Bonus Approved by the Board

The Directors have set the CEO's 2018 annual remuneration at $200,000.

The Directors approved a CEO performance bonus of $1.3M contingent on any one or more of the following future conditions being met, at which point the performance bonus would immediately become due:

  1. Termination of the CEO's employment
  2. Change of Control as defined by TSX Policy 1.1
  3. Change of Management as defined by TSX Policy 1.1
  4. Any shareholder or group of shareholders operating in tandem acquiring 20% or more of Novra's voting shares.
  5. Any action that the Board deems as a hostile takeover of Novra
  6. Any action that the Board deems as a hostile action to control the Board
  7. Novra being acquired by another company
  8. Market capitalization reaches $10,000,000 CND dollars

The CEO, at his discretion, has the option to receive the performance bonus in any one or combination of the following three forms, at the time the performance bonus is issued:

  1. Accrued liability, in which case the performance bonus may not be immediately paid out.
  2. Immediate payment
  3. Any part of the bonus can be converted to Novra shares, at a value of the current market price less a 25% discount, subject to TSX approval. This option is not available if the trigger condition is "7" above (Novra is acquired).

About Novra Technologies Inc.:

Novra (TSX-V: NVI) is an international technology provider of products, systems and services for the distribution of multimedia broadband content. The Novra Group of companies includes Novra, International Datacasting Corporation, and Wegener Corporation. The companies in the group are known for a strong focus on applications including: broadcast video and radio, digital cinema, digital signage, and highly reliable data communications.

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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.

Contact Information:
Harris Liontas
President & CEO
+1 204 989 4632

SOURCE Novra Technologies Inc.

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