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TORONTO, Oct. 25, 2018 /CNW/ - 3 Sixty Secure Corp. ("3Sixty" or the "Company") is pleased to announce that it has closed a private placement (the "Offering") of subscription receipts (the "Subscription Receipts") for gross proceeds of approximately $17.5 million. A total of 20,590,000 Subscription Receipts were sold at a price of $0.85 per Subscription Receipt. Each Subscription Receipt will automatically convert to one common share of the amalgamated company ("Amalco") to be formed upon the completion of the Company's previously announced amalgamation (the "PrivateCo Amalgamation") with Total Cannabis Security Solutions Inc. ("TCSS"), upon the satisfaction of certain conditions, including the completion of the previously announced reverse take-over of Petro Vista Energy Corp. by Amalco (the "RTO Transaction") and acceptance for listing of the common shares of the resulting issuer (the "Resulting Issuer") under the RTO Transaction on the Canadian Securities Exchange ("CSE"). The Amalco shares will then be automatically and immediately exchanged for common shares of the Resulting Issuer without any further action on the part of the holders of Amalco shares.
Canaccord Genuity Corp. acted as lead agent for the Offering, with a syndicate of agents including Cormark Securities Inc., Mackie Research Capital Corp. and PI Financial Corp. The Company intends to use the net proceeds of the Offering for strategic growth initiatives, working capital and general corporate purposes.
Description of 3Sixty
3Sixty is one of Canada's leading security service providers to the cannabis sector. 3Sixty provides guard and transport security services to over 40 licensed cannabis producers, including some of the world's largest, such as licensed producers owned by Canopy Growth Corporation. 3Sixty has a staff of over 180 employees, including over 160 full-time guards, and employs a fleet of over 40 vehicles, which management believes provides a combined security footprint to approximately 30 million square feet of patrolled area.
Description of TCSS
TCSS is Canada's leading cannabis consultant having provided security consulting services to over 50% of existing licensed producers, as well as to numerous companies currently applying for a license to operate in the Canadian cannabis industry. Since 2013, TCSS has provided security advisory services to over 400 customers in the cannabis sector.
Description of Amalco
Amalco will be led by Thomas Gerstenecker, as Chief Executive Officer, and David Hyde, as President. Thomas Gerstenecker is the founder of 3Sixty and previously spent a number of years with the Canadian Special Forces Group, Joint Task Force Two, and approximately 15 years with the United Nations in various senior security positions including Chief, Global Security. David Hyde is the founder of David Hyde and Associates and is one of the most highly regarded professionals in the field of cannabis security. They will be joined by a group of seasoned executives, including Carlo Rigillo (Chief Financial Officer), Craig Bromell (Chief of Security and Intelligence) and Neil Weaver (Chief Commercial Officer).
Completion of each of the PrivateCo Amalgamation and the RTO Transaction is subject to a number of conditions. In particular, completion of the RTO Transaction is subject to conditions including, but not limited to, CSE acceptance and if applicable pursuant to the requirements of TSXV and the CSE, majority of the minority shareholder approval. Where applicable, each of the PrivateCo Amalgamation and the RTO Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that each of the PrivateCo Amalgamation and the RTO Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the PrivateCo Amalgamation and RTO Transaction, as applicable, any information released or received with respect to each of the PrivateCo Amalgamation and the RTO Transaction may not be accurate or complete and should not be relied upon.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither TSXV nor the CSE has in any way passed upon the merits of the Offering, the proposed PrivateCo Amalgamation or RTO Transaction or the listing of the common shares of the Resulting Issuer and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV), NOR THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Ini9 this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed PrivateCo Amalgamation and the proposed RTO Transaction; the use of proceeds under the Offering; and the business and operations of 3Sixty, TCSS, Amalco after the proposed PrivateCo Amalgamation and the Resulting Issuer after the proposed RTO Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. The terms and conditions of each of the PrivateCo Amalgamation and the RTO Transaction may change based on the receipt of tax, corporate and securities law advice for each of the parties. Except as required by law, 3Sixty and TCSS assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
SOURCE 3 Sixty Secure Corp.
For further information: regarding the Company, please contact: Thomas Gerstenecker, Founder and Chief Executive Officer, 3 Sixty Secure Corp. Telephone: (613) 447-7755, Email: email@example.com