VANCOUVER, March 7, 2019 /CNW/ - Antera Ventures I Corp. (the "Company") is pleased to announce that it has closed its previously announced private placement financing of 4,491,255 common shares (the "Common Shares") for gross proceeds of $494,038.05 (the "Offering").
Pursuant to the Offering, $475,250.05 of the gross proceeds of the Offering was raised under the terms of an agency agreement (the "Agency Agreement") dated March 7, 2019 (the "Brokered Component") entered into among the Company and Haywood Securities Inc. (the "Agent") and $18,788 was raised on a non-brokered basis (the "Non-Brokered Component").
Under the Brokered Component of the Offering, the Agent received cash commissions equal to $42,772.50 in consideration of its services.
Insiders of the Company subscribed for all 170,800 Common Shares issued pursuant to the Non-Brokered Component. As a result, the issuances of Common Shares to insiders pursuant to the Non-Brokered Component is considered related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that the fair market value of the participation in the Non-Brokered Component by insiders did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company will file a material change report in respect of the related party transaction less than 21 days prior to the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of the proceeds of the Non-Brokered Component in an expeditious manner.
Net proceeds from the Offering are expected to be used to fund the search for a Qualifying Transaction (as defined under Policy 2.4 of the TSX Venture Exchange ("TSXV")) and for working capital and for general corporate purposes.
The Offering remains subject to the final approval of the TSXV. All securities issued in connection with the Offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws.
About Antera Ventures I Corp.
The Company is designated as a Capital Pool Company under TSXV Policy 2.4. The Company has not commenced commercial operations and has no assets other than cash. The purpose of the Offering is to provide the Company with additional funds to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the TSXV and, in the case of a non-arm's length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.
This news 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.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Forward-looking statements in this news release include, but are not limited to, the final approval of the TSXV for the Offering and the ability of the Company to complete a Qualifying Transaction. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements 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 Antera Ventures I Corp.
For further information: regarding the Company, the Offering, and the Company's management team, please contact Raj Dewan, Corporate Secretary, at (416) 865-7878 and see the Prospectus filed with the Company's disclosure documents on SEDAR at www.sedar.com.