/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES./
VANCOUVER, Nov. 9, 2017 /CNW/ - TekModo Industries Inc. (TSX-V : TEK) ("TekModo" or the "Company") announces that it is proceeding with a non-brokered private placement financing of up to $3,000,000 through the sale of up to 42,857,143 units (the "Units") at a price of $0.07 per Unit (the "Offering"). Each Unit will consist of one common share and one transferable common share purchase warrant. Each warrant is exercisable at a price of $0.07 for a period of two years from the date of issuance.
The Company intends to use the proceeds from the Offering for general working capital and to fund the launch of new products. The Company may pay a 6% finder's fee in cash and/or Units, at the election of the finder, in connection with the Offering. Finders' fees will be paid where applicable exemptions permit the Company to pay such fees.
The Company anticipates insiders will subscribe for approximately $750,000 of the Offering, which is expected to be the minimum amount of the Offering, resulting in the issuance of approximately 10,715,000 Units. The issuance of Units to insiders of the Company will be considered related party transactions as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the requirements of MI 61-101 in connection with any insider participation in the Offering.
Participation in the Offering
Investors who reside outside of British Columbia, or outside of Canada, who are interested in participating in the Offering may qualify to do so pursuant to BC Instrument 72-503 - Distribution of Securities outside British Columbia. All parties interested in participating in the Offering should contact the Company through Eileen Au, Corporate Secretary, via email at [email protected].
All or a portion of the Offering may be completed pursuant to B.C. Instrument 45-534 – Exemption from prospectus requirement for certain trades to existing security holders (the "Existing Securityholder Exemption"), and similar instruments in other jurisdictions in Canada. As at the date of this news release, the Existing Securityholder Exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador. The aggregate acquisition cost to a subscriber under the Existing Securityholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. The Company has fixed November 7, 2017 as the record date for the purpose of determining existing securityholders of the Company who are entitled to participate in the Offering pursuant to the Existing Securityholder Exemption. Subscribers purchasing securities under the Existing Securityholder Exemption will need to represent in writing that they meet certain requirements of the Existing Securityholder Exemption, including that on or before the record date they became a securityholder of the Company and that they continue to be a securityholder of the Company. If the Company receives subscriptions from investors relying on the Existing Securityholder Exemption exceeding the maximum Offering, the Company may adjust the subscriptions received on a pro rata basis.
In addition to the Existing Securityholder Exemption and other available prospectus exemptions, a portion or all of the Offering may be completed pursuant to Multilateral CSA Notice 45-318 – Prospectus exemption for certain distributions through an investment dealer ("CSA 45-318") and the corresponding blanket orders and rules implementing CSA 45-318 in the participating jurisdictions in respect thereof. As at the date of this news release, the investment dealer exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on this exemption must obtain advice regarding the suitability of the investment from a registered investment dealer.
No U.S. Registration
This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The securities offered under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or a person in the United States, unless an exemption from such registration requirements is available. Certain accredited investors in the United States will be permitted to participate in the Offering on a private placement basis upon satisfying the Company that they qualify for an exemption from the registration requirements of the Securities Act and any applicable securities laws of any state of the United States.
Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSX-V. The securities issued pursuant to the Offering will be subject to statutory hold periods expiring four months and one day from the date of issuance of such securities, and such other restrictions as are required by applicable securities laws.
We seek Safe Harbor.
On Behalf of the Board of TekModo Industries Inc.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Cautionary Notes Regarding Forward-looking Statements
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "will", "intend", "is expected to", "anticipates" and variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed by such forward-looking statements.
SOURCE TekModo Industries Inc.