/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
PHILADELPHIA, Pa., Aug. 28, 2020 /CNW/ - VSBLTY Groupe Technologies Corp. (the "Company" or "VSBLTY") (CSE: VSBY) is pleased to announce the closing of its marketed short form prospectus offering pursuant to which the Company issued 37,060,300 units of the Company (the "Units") at a price of $0.12 per Unit for aggregate gross proceeds of $4,447,236 (the "Offering").
Each Unit is comprised of one common share of the Company (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant is exercisable to acquire one Common Share at an exercise price of $0.17 per Common Share until August 28, 2023. It is anticipated that the Warrants will commence trading on the CSE under the symbol "VSBY.WT" on or about August 28, 2020.
The Offering was conducted on a commercially reasonable "best efforts" basis by Echelon Wealth Partners Inc., as lead agent, on behalf of a syndicate of agents including Eight Capital (collectively, the "Agents"). As compensation, the Company paid to the Agents a cash fee of approximately $311,306 and issued to the Agents an aggregate of 2,594,221 Warrants (the "Agents' Warrants"). Each Agents' Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.12 per Common Share until August 28, 2020.
In addition, the Company is pleased to announce the closing of its U.S. non-brokered private placement of units, with terms identical to the Units, pursuant to which the Company issued 9,561,396 units for gross proceeds of approximately $1,147,367 (the "Concurrent Private Placement"). The securities issued pursuant to the Concurrent Private Placement are subject to resale restrictions, including a Canadian four-month hold period. No fees or compensation are payable to the Agents in connection with the Concurrent Private Placement.
The Company intends to use the proceeds of the Offering and the Concurrent Private Placement for sales & marketing, research & development and for other general corporate purposes, as more particularly set out in the final short form prospectus dated August 17, 2020, available under the Company's profile at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such 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, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
On Behalf of the Board of VSBLTY Groupe Technologies Inc.
CEO & Director
About VSBLTY (www.vsblty.net)
Headquartered in Philadelphia, VSBLTY (CSE: VSBY) is a leader in Proactive Digital Display™, which transforms retail and public spaces as well as place-based media networks with SaaS- based audience measurement and security software that uses artificial intelligence and machine learning.
FORWARD LOOKING STATEMENT
This news release contains forward-looking statements, including statements regarding the Offering and the Concurrent Private Placement, including statements relating to the use of proceeds and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, and which are described in the Company's public filings available under its profile at www.sedar.com. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company does not intend to update any of the included forward-looking statements except as required by Canadian securities laws.
SOURCE VSBLTY Groupe Technologies Corp.