VSBLTY Groupe Technologies Corp. (the “Company” or “VSBLTY”) (CSE: VSBY) today announced that it has closed the previously announced best efforts marketed public offering (the “Public Offering“) of units (the “Units“) of the Company, including the full exercise of the over-allotment option for gross proceeds of approximately $5,750,012. Pursuant to the terms of the Public Offering, the Company issued 19,166,705 Units at a price of $0.30, including 2,500,005 Units issued pursuant to the exercise of the over-allotment option. The Units were offered and sold by way of a short form prospectus filed in the provinces of British Columbia, Alberta, Saskatchewan and Ontario (the “Prospectus”).
Each Unit is comprised of one common share (a “Common Share“) and one common share purchase warrant (a “Warrant“) of the Company. Each Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share“) at an exercise price of $0.50 for a period of 36 months following the Closing Date. The Warrants are expected to commence trading on the Canadian Securities Exchange under the symbol “VSBY.WT.B” on July 28, 2022.
The Public Offering was conducted on a commercially reasonable “best efforts” basis by Echelon Wealth Partners Inc. (the “Agent“). As compensation, the Company paid to the Agent (i) a cash fee of approximately $460,000, (ii) an aggregate of 1,533,336 broker warrants (the “Broker Warrants“), and (iii) 383,334 Common Shares as a corporate finance fee (the “Corporate Finance Fee”). Each Broker Warrant entitles the holder thereof to purchase one Unit at an exercise price of $0.30 per Unit until July 28, 2025.
Concurrently with the Public Offering, the Company also closed a first tranche of its previously announced non-brokered private placement of Units on the same terms as the Units issued and sold under the Public Offering (the “Private Placement” and collectively with the Public Offering, the “Offering”). Pursuant to the first tranche of the Private Placement, the Company issued 2,983,230 Units at a price of $0.30 per Unit, for total gross proceeds of approximately $894,969. The Company has received a subscription for $2,580,000 from a strategic investor, which is expected to close as part of the second tranche of the Private Placement in August 2022 pending receipt of funding.
The Company intends to use the proceeds of the Offering for sales, marketing, research and development, capital expenditures, working capital and general corporate purposes, as more particularly set out in the Prospectus.
The Prospectus, which contains important information relating to the Offering, has been filed with the securities commissions or similar authorities in the Offering Jurisdictions, and is 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 Corp.
CEO & Director
CHF Capital Markets
Cathy Hume, CEO, +1-416-868-1079, x251
Jonathan Paterson, 475-477-9401
Graham Farrell, +1-416-842-9003
CONTACT: Linda Rosanio, 609-472-0877
About VSBLTY (http://vsblty.net/)
Headquartered in Philadelphia, VSBLTY (OTCQB: VSBGF) (CSE: VSBY) (Frankfurt: 5VS) (OTC: VSBGF) (“VSBLTY”) is the world 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. Its proprietary technology effectively integrates with other digital retail solutions, including QR codes and mobile applications. The firm is also recognized for its leadership role in the growing Store as a Medium movement that enables brands to reach customers when and where buying decisions are being made while producing a new revenue stream for retailers.
FORWARD LOOKING STATEMENT
This news release contains forward-looking statements, including statements regarding the Offering, including the terms of the Offering, the anticipated timing of closing and 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.