/NOT FOR DISTRIBUTION TO
Each Unit is comprised of: (i) one common share of
Certain directors and officers of the Company participated in the Private Placement, either directly or indirectly, therefore the Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In its consideration and approval of the Private Placement, the Company's Board of Directors determined that the Private Placement is exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis that the fair market value of the Private Placement to related parties does not exceed 25% of the market capitalization of the Company, in accordance with Sections 5.5 and 5.7 of MI 61-101.
All the securities issued pursuant to the Private Placement are subject to a four-month restricted resale period under Canadian securities laws.
The Private Placement is subject to all necessary regulatory and stock exchange approvals, including but not limited to approval of the Canadian Securities Exchange (the "CSE").
Disclaimer and Reader Advisory
The securities offered pursuant to the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "
The CSE does not accept responsibility for the adequacy or accuracy of this news release. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward looking statements include but are not limited to the successful closing of the Private Placement, in one or more tranches; the receipt of all applicable required regulatory approvals in respect of the Private Placement, including but not limited to the approval of the CSE. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Risk factors can also be found in the Company's continuous disclosure documents which have been filed on SEDAR+ and can be accessed at www.sedarplus.com. Because of the risks, uncertainties, and assumptions contained herein, investors should not place any undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
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