NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
PHILADELPHIA, July 6, 2022 /CNW/ - VSBLTY Groupe Technologies Corp. (the "Company" or "VSBLTY") (CSE: VSBY) is pleased to announced that it has entered into an engagement letter with Echelon Wealth Partners Inc. (the "Agent") to sell by way of a marketed short form prospectus offering on a commercially reasonable best efforts agency basis, 16,666,700 units of the Company (the "Units") at a price of $0.30 per Unit (the "Offering Price"), for aggregate gross proceeds of $5,000,010 (the "Offering"). The Company has filed and obtained a receipt for a preliminary short form prospectus (the "Preliminary Prospectus") in respect of the Offering with the securities commissions of British Columbia, Alberta, Saskatchewan, and Ontario (the "Offering Jurisdictions").
Each Unit will consist of one common share (a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.50 per Common Share for a period of 36 months from the closing of the Offering.
The Agent will have an option (the "Over-Allotment Option") to offer for sale up to an additional 15% of the Units sold pursuant to the Offering on the same terms as the Offering for market stabilization purposes and to cover overallotments, exercisable in whole or in part within 30 days of the date of closing of the Offering. The Over-Allotment Option may be in the form of Units only, Common Shares only, Warrants only, or any combination thereof. Closing of the Offering and the Over-Allotment Option is subject to a number of conditions, including without limitation, receipt of all regulatory approvals.
In addition, the Company announces that it is undertaking, concurrent with the Offering a non-brokered private placement of up to 10,000,000 Units at the Offering Price for gross proceeds of up to $3,000,000 (the "Concurrent Private Placement"). The securities issuable under the Concurrent Private Placement will be subject to resale restrictions, including a Canadian four-month hold period. The closing of the Offering is not conditional upon the closing of the Concurrent Private Placement.
The Company intends to use the proceeds of the Offering and the Concurrent Private Placement for sales, marketing, research and development, capital expenditures, working capital and general corporate purposes, as more particularly set out in the Preliminary Prospectus.
The Agent shall receive compensation comprised of cash and securities of the Company upon closing of the Offering. The Offering and Concurrent Private Placement are expected to close on or about July 21st, 2022, or such other date as the Company and the Agent may agree, subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.
The Preliminary Prospectus containing 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. There will not be any sale or any acceptance of an offer to buy Units until a receipt for a final prospectus has been issued.
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
About VSBLTY (www.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.
SOURCE VSBLTY Groupe Technologies Corp.
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