TORONTO, Aug. 20, 2018 /CNW/ -- Engagement Labs Inc. (TSXV: EL OTCQB: ELBSF) ("Engagement Labs" or the "Company") which through its data and analytics platform, online (social media) and offline (word of mouth) data, provides some of the world's largest brands with unique insights into consumer sentiment in real time, improving marketing ROI and strategies to grow revenue, is pleased to announce that it has closed its previously announced short form prospectus offering of 40,000,000 Units (the "Units") at $0.05 per Unit, including the full exercise of the over-allotment option (the "Offering"). The Company issued 46,000,000 Units and 23,000,000 common share purchase warrants under the Offering for aggregate gross proceeds of CAD$2,300,000, and also completed its previously-announced concurrent non-brokered private placement of US$500,000, for total gross proceeds of approximately CAD$2,960,000. Gravitas Securities Inc. and Echelon Wealth Partners Inc. (together, the "Agents") brokered the Offering on a commercially reasonable efforts basis.
G. Scott Paterson, Chairman of Engagement Labs, purchased 4,000,000 Units under the Offering and Loeb Holding Corp., the Company's largest shareholder, purchased 6,600,000 Units under the previously-announced concurrent U.S. non-brokered private placement, for a total aggregate investment by these shareholders of CAD$200,000 and US$250,000, respectively.
Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant (each, a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one common share of the Company at a price of $0.08 per share for a period of two years following closing.
Subscriptions by insiders of the Company accounted for approximately CAD$530,000 of the gross proceeds of the Offering. Participation by the insiders in the Offering is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") by virtue of the exemptions contained in Sections 5.5(b) and 5.7(1)(b) of MI 61-101.
The net proceeds from the Offering and the concurrent non-brokered private placement are expected to be used to fund (i) sales and marketing; (ii) product development; and (iii) working capital and general corporate purposes. For additional details regarding the use of proceeds of the Offering, please see the Company's final short form prospectus dated August 10, 2018, which is available under the Company's profile on SEDAR at www.sedar.com.
The Company paid to the Agents a cash commission of $184,000 and issued 3,680,000 broker's warrants exercisable at $0.05 per share for a period of two years following closing, and a corporate finance fee of 1,300,000 fully paid Units.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Engagement Labs in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered in the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the United States Securities Act of 1933, as amended, and applicable state securities laws, or unless an exemption from such registration is available.
About Engagement Labs Engagement Labs (TSXV: EL) (OTCQB: ELBSF) is an industry-leading data and analytics firm that provides social intelligence for Fortune 500 brands and companies. The Company's TotalSocial® platform focuses on the entire social ecosystem by combining powerful online (social media) and offline (word of mouth) data with predictive analytics. Engagement Labs has a proprietary ten-year database of unique brand, industry and competitive intelligence, matched with its cutting-edge predictive analytics that use machine learning and artificial intelligence to reveal the social metrics that increase marketing ROI and top line revenue for its diverse group of clients.
About TotalSocial® TotalSocial® is a premier data and analytics platform that provides brands with unique insights, improved marketing ROI and strategies to grow revenue. Fueled by actionable online and offline data, TotalSocial is the only platform that encompasses and listens to the entire social ecosystem. TotalSocial offers unique, proprietary data about brands, its industry and competitors. With cutting-edge diagnostics, patent-pending predictive analytics and machine learning, TotalSocial identifies business opportunities and provides recommendations and a roadmap to grow revenue and achieve business and marketing goals.
Disclaimer in regard to Forward-looking Statements
This press release may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws, including, without limitation, statements regarding the use of proceeds from the Offering. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, although considered reasonable by management, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Additional risks and uncertainties regarding Engagement Labs are described in its publicly available disclosure documents, filed by Engagement Labs on SEDAR at www.sedar.com except as updated herein. The forward-looking statements contained in this news release represent Engagement Labs's expectations as of the date of this news release, or as of the date they are otherwise stated to be made, and subsequent events may cause these expectations to change. Except as required by law, Engagement Labs undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to put undue reliance on these forward-looking statements.
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