/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Jan. 9, 2017 /CNW/ - Posera Ltd. (TSX: PAY) ("Posera" or the "Company") today announces that it is undertaking a non-brokered private placement of up to 18,900,000 common shares of the Company ("Shares") at a price of $0.12 per Share, for aggregate gross proceeds of up to $2,2680,000 (the "Offering"). Closing of the Offering is expected to take place on or about January 20, 2017.
It is anticipated that the net proceeds of the Offering will be used for working capital and general corporate purposes. The Shares sold pursuant to the Offering will be subject to resale restrictions under applicable securities laws, including a statutory hold period of four months. The Offering is subject to the approval of the Toronto Stock Exchange.
The Company may pay finder's fees to certain qualified eligible persons assisting the Company in the Private Placement in an amount not to exceed 6% of the gross proceeds of the subscriptions from subscribers introduced to the Offering by such finders.
Certain insiders of the Company may acquire Shares in the Offering. Any participation by insiders in the Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Shares subscribed for by the insiders, nor the consideration for the Shares paid by such insiders, would exceed 25% of the Company's market capitalization.
The Company will file a material change report in connection with the Offering less than 21 days before the expected closing date of the Offering, which the Company deemed reasonable in the circumstances to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
The securities being offered pursuant to the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or 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 absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
Posera has been a leading provider of hospitality technology for more than 30 years. It manages merchant transactions with consumers and facilitates all aspects of the payment transaction.
Posera's full service solutions include SecureTablePay, which is an EMV compliant Pay-At-The-Table ("PATT") application. Posera's MaitreD'TM and FingerPrintsTM restaurant management systems offer a robust and comprehensive solution including hardware integration services, merchant staff training, system installation services, post-sale software and hardware customer support. Posera's solutions are deployed globally including across the full spectrum of restaurants, from large chains and independent table service restaurants to international quick service chains and its products have been translated into eight languages.
Posera Ltd.'s shares are traded on the Toronto Stock Exchange under the symbol "PAY".
This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with the Company's business and the environment in which the business operates. These statements include, but are not limited to, the expected size and completion date of the Offering, participation in the Offering by certain insiders, and the use of proceeds from the Offering. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts, but reflect Posera's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including general market conditions as they relate to the Company's Shares, and the matters discussed under "Risks and Uncertainties" in the Annual Information Form filed on March 30, 2016 with the securities regulatory authorities and available on SEDAR. Posera assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements, unless required by law.
SOURCE Posera Ltd.
For further information: Kevin Mills, Chief Financial Officer, 519.434.8017, [email protected], www.posera.com; Investor Relations Contact: Caleb Jefferies, 604.684.6730