/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, June 14, 2017 /CNW/ - 3tl Technologies Corp. (TSXV:TTM) (the "Company"), announces today that further to its news releases dated May 24, 2017 the Company has completed the first closing (the "First Close") of a non-brokered private placement of up to 8,333,333 units of the Company (the "Units") at $0.30 per Unit for gross proceeds of approximately $2.5 million (the "Offering"). The Company intends to close another tranche of the Offering later this month.
The First Close consists of 2,579,666 Units for gross proceeds of approximately $773,900. Each Unit consists of one common share in the capital of the Company (a "Share") and one Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one additional Share (a "Warrant Share") at a price of $0.60 per Warrant Share for a period of five years from the closing of the First Close.
The primary use of proceeds of the First Close is to hire additional sales people and for working capital.
All Units issued pursuant to the private placement will be subject to a hold period of four months plus one day from the date of issuance.
Three insiders of the Company was issued, directly and indirectly, Units in the aggregate of $232,500, which constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insiders is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 as the fair market value of the Units issued to or the consideration paid by such insiders did not exceed 25% of the Company's market capitalization.
The Company also announced that it has retained Ward Kondas of 1712060 Alberta Co. ("1712060 Alberta") to provide strategic investor relations and financial communications services.
Under the terms of the agreement, the Company will pay 1712060 Alberta a monthly retainer fee of $12,500 for select strategic communications services. The contract term is for 12 months and commences immediately. The agreement is subject to the approval of the TSX Venture Exchange.
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.
About 3tl Technologies Corp.
PLATFORM³ is a Software as a Service (SaaS) consumer marketing platform. It enables Consumer Packaged Goods (CPG) companies and consumer brands to engage shoppers through their mobile device and influence their purchasing decisions. PLATFORM³ encompasses proprietary consumer engagement strategies and technology modules including optical character recognition (purchase receipt scanning), digital promotions, purchase data mining, loyalty and rewards. CPG companies and major retail brands use PLATFORM³ to influence and incentivize shoppers to interact with their brand and make purchases in-store and online.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds and the results of financing efforts, - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
SOURCE 3tl Technologies Corp.
For further information: 3tl Technologies Corp., Robert Craig, Chief Executive Officer, (604) 639-5441, [email protected]