/NOT FOR DISTRIBUTION TO
Mr.
The Company initially launched the private placement offering (the "Private Placement") of unsecured convertible debenture units of the Company (collectively, the "Convertible Debenture Units") and has since announced the closing of the first tranche of
The first tranche of the Private Placement was conducted on both a brokered (the "Brokered Offering") and non-brokered basis (the "Non-Brokered Offering"). The Brokered Offering was led by
The net proceeds received by the Company in connection with the Private Placement will be used for general corporate purposes and added contingency for
The Convertible Debentures, Warrants and any securities issuable upon due conversion or exercise thereof, as applicable, will be subject to a statutory hold period of four months and one day from the date of issuance of the Convertible Debentures Units. The Private Placement remains subject to final acceptance by the Exchange.
The Company may pay finder's fees and broker's commissions to eligible licensed securities dealers in connection with the second tranche of the Private Placement, in accordance with applicable securities laws and Exchange policies.
The Convertible Debenture Units will be offered and sold on a private placement basis pursuant to exemptions from the prospectus requirements under National Instrument 45-106-Prospectus Exemptions, and in certain other jurisdictions on a basis which does not require the qualification or registration of the securities issued pursuant to the Private Placement.
Any participation from TAMKO, or an affiliate thereof, will be considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The proposed related party transaction is anticipated to be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of Convertible Debentures Units issued to insiders in connection with the Private Placement nor the consideration paid by the insiders exceeds 25% of the Company's market capitalization.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold to, or for the account or benefit of, persons in
For further information about
On Behalf of the Board of Directors,
President & CEO, Director
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. The TSXV has neither approved nor disapproved the contents of this press release.
This press release may contain forward‐looking information within the meaning of applicable securities legislation, which forward‐looking information reflects the Company's current expectations regarding future events. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Forward-looking statements in this press release include, but are not limited to, statements concerning: (i) final acceptance of the TSXV of the Private Placement; (ii) the closing of the second tranche of the Private Placement, including the timing thereof; (iii) the participation by TAMKO in the second tranche of the Private Placement; and (iv) allocation of the use of net proceeds of the Private Placement as anticipated. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company as well as those risks and uncertainties which are more fully described under the heading "Risk Factors" in the final prospectus of the Company dated
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