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The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States. This notice does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States, and the securities offered herein may not be offered or sold in or into the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, or pursuant to an exemption from such registration requirements "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
VANCOUVER, Dec. 6, 2017 /CNW/ - Carl Data Solutions Inc. (CSE:CRL, FSE:7C5, OTC:CDTAF) (the "Company"), a developer of Big-Data-as-a-Service ("BDaaS")-based solutions for data integration, business intelligence, and Industrial Internet-of-Things ("IIoT") applications, is pleased to announce that, further to its news release dated November 24, 2017, it has filed a final rights offering circular and rights offering notice on SEDAR with respect to its proposed offering (the "Offering") of rights (each, a "Right")to holders of record of its common shares (each, a "Share") in each province and territory of Canada (the "Eligible Jurisdictions") as at December 1, 2017.
Eligible shareholders will receive one Right for each Share held. Five Rights plus the subscription price of $0.26 will be required to subscribe for one unit (each, a "Unit") of the Company. Each Unit will be comprised of one Share and one listed transferable common share purchase warrant (a "Warrant"), with each Warrant being exercisable for a two-year period from the date of issuance of the Units at a price of $0.35 per Share, if exercised within six months of the date of issuance, and at a price of $0.40 per Share thereafter. The Rights will expire at 2:00 p.m. (Vancouver time) on December 28, 2017 (the "Expiry Time"). Assuming the Offering is fully subscribed, it will result in gross proceeds to the Company of approximately $2,871,006.
The Rights, and the Shares and the Warrants issuable upon the exercise of the Rights, will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or any of its territories or possessions or to U.S. Persons. Accordingly, subscriptions will not be accepted from any security holder or transferee who is a U.S. Person or resident in the United States, its territories or possessions, nor will subscriptions be accepted from shareholders outside of the Eligible Jurisdictions, except in the sole discretion of the Company.
The Offering will commence on December 6, 2017 and is expected to terminate at the Expiry Time. The Rights will trade through the facilities of the Canadian Securities Exchange during this period under the symbol CRL.RT. For additional details regarding the Offering, see the Company's news release dated November 24, 2017.
About Carl Data Solutions Inc.
Carl Data Solutions Inc. is an Industrial IoT (IIoT) company focused on providing next generation information collection, storage and analytics solutions for data-centric companies. Building on its recent acquisitions, Carl helps its clients analyze and understand all forms of environmental data through a powerful platform of data collection, monitoring, reporting, and predictive analysis tools.
Carl Data continues to develop applications to work with new cloud-based mass storage services and analytics tools (Big-Data-as-a-Service (BDaaS) to provide scalability for municipalities, utilities and other industrial verticals. These data collection and storage methods allow the company to build smart Software-as-a-Service (SaaS)-based applications that can collect data from many diverse sources and provide deep insight for decision-making purposes. More information can be found at www.CarlSolutions.com.
On behalf of the Board of Directors:
President, Chief Executive Officer, Director
Carl Data Solutions Inc.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
Disclaimer for Forward-Looking Information
Certain statements in this press release related to the Offering and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the listing of the Rights and the Warrants, the expected terms of the Offering, the filing of additional documentation relating to the Offering, the gross proceeds from the Offering and completion of the Offering. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company's ability to complete the Offering, including the risk that the Offering may not be completed as expected or at all and other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Carl Data Solutions Inc.
For further information: Kimberly Bruce, Corporate Communications, Carl Data Solutions Inc., Telephone: (778) 379-0275, Email: [email protected]