Valencia Capital Inc. announced a commercially reasonable efforts brokerd private placement of up to 7,500,000 units at a price of CAD 0.40 per unit for the gross proceeds of CAD 3,000,000 on March 1, 2024. Each unit will be comprised of one common share and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one share at a price of CAD 0.60 at any time until 24-months from the closing date.

The company has granted the agents an option, exercisable in whole or in part any time prior to the closing date to increase the size of the Offering as applicable, by up to 15%. The company has agreed to pay the Agents a cash fee equal to the 7% of the gross proceeds of the offering and to issue that number of brokered warrants equal to 7% of the total number of units sold under the financing. Each Broker Warrant will be exercisable at an exercise price of CAD 0.40 to acquire either a unit as applicable, at any time prior to the date that is 24 months from the closing date.

Closing of the offering is expected to occur on the date that is no more than 2 business days prior to the closing of the proposed transaction, unless otherwise agreed to among the parties. All securities issued pursuant to the transaction will be subject to four-month hold period in accordance with applicable securities legislation and/or set forth by the Exchange.