NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.
CALGARY, Alberta and LONDON, March 16, 2020 (GLOBE NEWSWIRE) — INTERBIT LTD. (TSX Venture: IBIT) (the “Company”) is pleased to announce that it has completed its previously announced non-brokered private placement for aggregate gross proceeds of $1.725 million (the “Private Placement”). In connection with the Private Placement, 11,499,996 common shares of the Company were issued at a price of CAD$0.15 per share.
The securities issued in connection with the Private Placement are subject to a hold period of four months and one day from the closing of the Private Placement.
The net proceeds from the Private Placement will be used in connection with continued operations of the Company, payment of outstanding debts, examining what financial and strategic alternatives may be available to the Company and towards general and administrative expenses. As stated in the Company’s February 21, 2020 press release, a strategic review is being conducted by the Company. While the Company’s preference at this time is a transaction or alternative that will take advantage of the talents and expertise of the current management and Board of Directors, there can be no assurance that this strategic review will result in the completion of any transaction or other alternative, or that a transaction, if pursued, will be completed. The Company has not set a timetable for completion of the review process, and it does not intend to comment further regarding the process unless a specific transaction or other alternative is approved by the Board of Directors or it is otherwise determined that further disclosure is appropriate or required by law.
In connection with the Private Placement, the Company has agreed to pay (i) Smaller Company Capital Ltd. a cash finder’s fee equal to 4% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Private Placement that were introduced by Smaller Company Capital Ltd. (up to $45,690); and (ii) Canaccord Genuity Corp. a cash finder’s fee equal to 4% of the gross proceeds raised in respect of the aggregate sales to subscribers under the Private Placement that were introduced by Canaccord Genuity Corp. (up to $12,510).
RELATED PARTY DISCLOSURE
Under the Private Placement, Brian Hinchcliffe, the CEO and Executive Chairman of the Company acquired 1,400,000 common shares of the Company at a subscription price of $210,000. In addition, Chelsea Hayes, a director of the Company, acquired 400,000 common shares of the Company at a subscription price of $60,000. Their participation in the Private Placement constitutes a “related party transaction” as defined in Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”), which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 – Protection of Minority Security Holders in Special Transaction. These transactions are exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, pursuant to subsections 5.5(a), 5.5(b), 5.5(c), 5.7(a) and 5.7(b) of MI 61-101 as the fair market value was not more than 25% of market capitalization, the distribution of securities was for cash and the fair market value not more than $2,500,000.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of such transactions and the Company wished to close on an expedited basis for sound business reasons.
ABOUT THE COMPANY
The Company owns proprietary technologies and is listed on the TSX Venture Exchange.
For further information please contact:
Brian Hinchcliffe, CEO
Phone: +1-914-815-2773
Email: [email protected]
Website: www.interbit.io
This press release is not an offer of the Company’s securities for sale in the United States. The Company’s securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company’s securities have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this release are forward-looking statements, which include, the anticipated use of proceeds of the Private Placement, the results of the strategic review being undertaken by the Company, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, the development of competitive technologies, the marketplace acceptance of the Company’s technologies and products, as well as those risk factors discussed or referred to in the Company’s annual Management’s Discussion and Analysis for the year ended December 31, 2019 available at www.sedar.com, many of which are beyond the control of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
