/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, Nov. 9, 2017 /CNW/ - 3TL Technologies Corp. (TSXV:TTM) (the "Company"), announces that it will proceed with a non-brokered private placement of up to 11,904,762 units of the Company (the "Units") at $0.105 per Unit for gross proceeds of up to $1,250,000 (the "Offering"). The Company reserves the right to increase the Offering by 2,380,953 Units for total gross proceeds of $1,500,000.
Each Unit will consist 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 entitle the holder to purchase one additional common share in the capital of the Company (a "Warrant Share") at a price of $0.20 per Warrant Share for a period of two years from the closing of the Offering.
The Company will be entitled to accelerate the expiry date of the Warrants to the date that is 30 days following the date a news release is issued announcing the accelerated expiry date in the event that the volume weighted average price of the Shares has been greater than $0.40 for any ten consecutive trading days after four months and one day after closing of the Offering.
The Company intends to complete a portion of the Offering pursuant to Multilateral CSA Notice 45-318 Prospectus Exemption for Certain Distributions through an Investment Dealer ("CSA 45-318") and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions (collectively with CSA 45-318, the "Investment Dealer Exemption"). In addition to conducting the Offering pursuant to the Investment Dealer Exemption, the Company will also accept subscriptions for Units where other prospectus exemptions are available.
In accordance with the Investment Dealer exemption, the Company advises that, as at the date hereof, there is no material fact or material change in respect of the Company that has not been generally disclosed.
The net proceeds of the Offering will be used for sales and marketing and for working capital.
The Company may pay a commission to eligible finders in the amounts permitted by the TSX Venture Exchange (the "Exchange"). Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with the policies of Exchange and 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.
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]