VSBLTY Groupe Technologies Corp. (the “Company” or “VSBLTY”) (CSE:VSBY) is pleased to announce a brokered private placement of $1,000 principal amount 10% convertible unsecured debentures (the “Debentures”) for gross proceeds of up to $3,000,000 (the “Offering”). Echelon Wealth Partners Inc. (the “Agent”) will act as lead agent and sole bookrunner for the Offering on a commercially reasonable efforts basis.
The Debentures will bear interest from the date of issuance at a rate of 10% per annum on an accrual basis, calculated and payable semi-annually, and will mature on the date (the “Maturity Date”) that is 24 months after the date of issuance (the “Closing Date”).
The principal amount of the Debentures may be convertible, in whole or in part, at any time before the Maturity Date, into units of the Company (each, a “Unit”) at $0.45 per Unit, if converted at any time before one year after the Closing Date, or otherwise convertible at $0.60 per Unit if converted after one year after the Closing Date but before the Maturity Date.
Each Unit consists of one common share in the capital of the Company (a “Share”) and one-half of a Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one Share (each a, “Warrant Share”) at a price of $0.60 per Warrant Share for a period of 24 months from the Closing Date, subject to acceleration. The Company may exercise its warrant acceleration right, if on any ten consecutive trading days, beginning on the date that is four months and one day following the Closing Date, the closing price of the Company’s Shares on the CSE is greater than $1.00 per Share. If the Company exercises its warrant acceleration right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise.
The Company will pay a cash commission to the Agent equal to 8% of the gross proceeds of the Offering (4% from the sale of Debentures to purchasers identified on the Company’s president’s list) and will issue broker warrants equal in number to 8% of the Units (4% of the Units from the sale of Debentures to purchasers identified on the Company’s president’s list) that the aggregate principle amount of Debentures sold under the Offering are convertible into at a price of $0.45 per Unit. Each Broker Warrant entitles the Agent to purchase one Share at the price of $0.60 per Share for a period of 24 months from the Closing Date.
The Debentures will be offered and sold by private placement (i) in Canada to “accredited investors” within the meaning of National Instrument 45-106 – Prospectus Exemptions and other exempt purchasers in each province of Canada; and (ii) outside of Canada on a basis which does not require the qualification or registration of any of the Shares or the Warrants comprising the Debentures. The securities issued in the Offering will be subject to applicable hold periods imposed under applicable securities legislation.
The net proceeds from the Offering will be used for acquisitions and general and corporate working capital purposes.
The securities issued in the Offering will be subject to applicable hold periods imposed under applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
On Behalf of the Board of VSBLTY Groupe Technologies Inc.
"Jay Hutton”
CEO & Director
CONTACT:
Investor Relations
MarketSmart Communications Inc., 877-261-4466 info@marketsmart.ca
Linda Rosanio, 609-472-0877 lrosanio@vsblty.net
About VSBLTY (www.vsblty.net)
Headquartered in Philadelphia, VSBLTY (CSE: VSBY) is the world leader in Proactive Digital Display™, which transforms retail and public spaces as well as place-based media networks with SaaS- based audience measurement and security software that uses artificial intelligence and machine learning.
FORWARD LOOKING STATEMENT
This news release contains forward-looking statements, including statements regarding the attributes of the securities to be offered and sold by the Company, the closing date of the Offering and the future price of the Shares on the Canadian Securities Exchange, and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, and which are described in the Company’s public filings available under its profile at www.sedar.com. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company does not intend to update any of the included forward-looking statements except as required by Canadian securities laws.