Each Unit consists of one common share (a 'Share') and one half of one whole share purchase warrant (each whole warrant a 'Warrant'). Each Warrant will entitle the holder to purchase one Share at a price of
All securities issued in connection with the Offering will be subject to a four month statutory hold period. The Company will pay a
The proceeds of the offering will be used in accordance with its budget for the next 6 months in connection with the acquisition of
Certain directors of the Company acquired 400,000 Units pursuant to the Offering (the 'Insider Participation'). The Insider Participation will be considered to be a 'related party transaction' as defined under Multilateral Instrument 61-101 ('MI 61-101'). The Insider Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell, or solicitation of an offer to buy, nor will there be any sale of any of the securities offered in any jurisdiction where such offer, solicitation or sale would be unlawful, including
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Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain 'forward-looking information' within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as 'plan', 'expect', 'project', 'intend', 'believe', 'anticipate', 'estimate' and other similar words, or statements that certain events or conditions 'may' or 'will' occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSX-V. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the business plans for the Company as described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within
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