/NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION THROUGH A U.S. NEWSWIRE SERVICE/
VANCOUVER, Sept. 23, 2015 /CNW/ - Pacific Insight Electronics Corp. ("Pacific Insight" or the "Company") (TSX: PIH), is pleased to announce that the Company is planning to raise approximately $2.9 million by way of a non-brokered private placement of up to 700,000 units (the "Units") at a price of $4.15 per Unit (the "Private Placement"). Each Unit will consist of one common share and one common share purchase warrant of the Company. Each whole warrant will entitle the subscriber to purchase one common share of the Company at a price of $4.40 per share for a period of three years from the date of issuance.
The Private Placement is conditional upon receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. If required by the Toronto Stock Exchange a portion of the Private Placement may be subject to shareholder approval. The Private Placement is scheduled to close in one or more tranches, with the first tranche expected to close on or before November 13, 2015 and any subsequent tranche expected to close after receipt of any required shareholder approval. The proceeds from the sale of the Units will be used for additional productive capacity and general corporate purposes.
Pursuant to Canadian securities laws, any securities issued in the Private Placement will be subject to a hold period of four months plus one day from the date of issuance.
It is anticipated that insiders of Pacific Insight will subscribe for up to 500,000 of the 700,000 Units being offered. Such participation by current insiders may be considered a "related party transaction", as defined under Multilateral Instrument 61-101 ("MI 61-101″). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Units issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization. A material change report in respect of the transaction was not filed 21 days in advance of the expected closing of the Private Placement. The shorter period was necessary in order to permit the Company to close the Private Placement in a timeframe consistent with usual market practice for transactions of this nature.
This press release is not an offer of Units for sale in the United States. The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States or to US persons (as defined in Regulation S under the US Securities Act) absent registration or an applicable exemption from registration.
Pacific Insight Electronics Corp. designs, manufactures and delivers electronic products and full service solutions to the automotive, heavy truck, and specialty markets. Pacific Insight designs and distributes its products and services to original equipment manufacturers and distributors in North America.
Cautionary Note Regarding Forward-Looking Statements: This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation, including, but not limited to, statements related to how the Company plans to use the net proceeds from the Private Placement, the expected receipt of regulatory approval and the expected closing date for the Private Placement. Forward-looking statements are based on assumptions management believes to be reasonable at the time such statements are made. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Pacific Insight to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to market conditions, the possibility that investors will not subscribe for the Private Placement, the risk that closing conditions may not be satisfied or necessary approvals may not be obtained in a timely manner or at all, and the need for continued cooperation and performance of the parties to the transaction, as well as those risk factors set out in the Company's current disclosure documents available under the Company's profile at www.SEDAR.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Pacific Insight does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.
SOURCE Pacific Insight Electronics Corp.
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