VSBLTY GROUPE TECHNOLOGIES ANNOUNCES BROKERED PRIVATE PLACEMENT LED BY GRAVITAS SECURITIES
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
PHILADELPHIA, PA., May 8, 2019 /GLOBE NEWSWIRE/— VSBLTY Groupe Technologies Corp. (the “Company” or “VSBLTY”) (CSE:VSBY) is pleased to announce a brokered private placement of up to 6,000,000 units (“Units”) of the Company, at the price of $0.50 per Unit for gross proceeds of up to $3,000,000 (the “Offering”). Gravitas Securities Inc. (the “Agent”) will act as lead agent for the Offering on a commercially reasonable best efforts basis. The Offering is expected to close on or about May 30, 2019.
Each Unit will consist of one common share of the Company (each, a “Share”) and one-half of one transferable share purchase warrant (each a “Warrant”), with each whole Warrant entitling the holder to purchase one Share at a price of $0.75 per Share for a period of 24 months from the closing of the Offering. The Warrants will be subject to an acceleration right if, on any ten (10) consecutive trading days, beginning on the date that is four (4) months and one (1) day following the closing date of the Offering, the closing price of the Shares on the Canadian Securities Exchange is greater than $1.00 per Share. If the Company exercises the Warrant acceleration right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise.
Pursuant to the terms of the Offering, the Agent will be granted the option, exercisable in whole or in part prior to the closing of the Offering, to increase the size of the Offering to sell up to an additional 6,000,000 Units at the price of $0.50 per Unit for additional gross proceeds of up to $3,000,000.
The Company intends to use the net proceeds of the Offering to pursue strategic acquisitions and for general working capital.
The Company will pay a cash commission to the Agent equal to 8.0% of the gross proceeds of the Offering and broker warrants equal in number to 8.0% of the Units sold under this Offering, with each broker warrant entitling the Agent to purchase one Share at the price of $0.50 per Share for a period of 24 months from the closing date of the Offering.
The Units will be offered and sold by private placement (i) in Canada to “accredited investors” within the meaning of National Instrument 45-106 – Prospectus Exemptions and other exempt purchasers in each province of Canada; and (ii) outside of Canada on a basis which does not require the qualification or registration of any of the Shares or the Warrants comprising the Units. The securities issued in the Offering will be subject to applicable hold periods imposed under applicable securities legislation.
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 Inc.
CEO & Director
MarketSmart Communications Inc., 877-261-4466
Linda Rosanio, 609-472-0877
About VSBLTY (www.vsblty.net)
Headquartered in Philadelphia, VSBLTY (CSE: VSBY) 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.
FORWARD LOOKING STATEMENT
This news release contains forward-looking statements, including statements regarding the attributes of the securities to be offered and sold by the Company, the proposed use of the net proceeds of the Offering, the closing date of the Offering and the future price of the Shares on the Canadian Securities Exchange, 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.