VSBLTY Groupe Technologies Corp. (the “Company” or “VSBLTY”) (CSE:VSBY) (Frankfurt: 5VS) (OTC:VSBGF) is pleased to announce a brokered private placement of $1,000 principal amount 10% convertible unsecured debentures (the “Debentures”) for gross proceeds of up to $4,000,000 (the “Offering”). Echelon Wealth Partners Inc. (the “Agent”) will act as lead agent and sole bookrunner for the Offering on a commercially reasonable efforts basis. A limited portion of the Offering may also be completed on a non-brokered basis for certain investors located in the U.S.
The Debentures will bear interest from the date of issuance at a rate of 10% per annum on an accrual basis, calculated and payable semi-annually, and will mature on the date (the “Maturity Date”) that is 24 months after the date of issuance (the “Closing Date”).
The principal amount of the Debentures may be converted, in whole or in part, at any time before the Maturity Date, into units of the Company (each, a “Unit”) at $0.30 per Unit, if converted at any time prior to or on the date that is one year from the Closing Date, or otherwise convertible at $0.60 per Unit if converted after one year from the Closing Date but before the Maturity Date.
Each Unit consists of one common share in the capital of the Company (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant will be exercisable into one Share (each a, “Warrant Share”) at a price of $0.60 per Warrant Share for a period of 24 months from the Closing Date, subject to acceleration. The Company may exercise its warrant acceleration right, if on any ten consecutive trading days, beginning on the date that is four months and one day following the Closing Date, the closing price of the Shares on the CSE is greater than $1.00 per Share. If the Company exercises its warrant acceleration right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise.
The Company will pay a cash commission to the Agent equal to 8% of the aggregate gross proceeds of the Offering (4% from the sale of Debentures to purchasers identified on the Company’s president’s list) and will issue broker warrants equal in number to 8% of the number of Units (4% of the number of Units from the sale of Debentures to purchasers identified on the Company’s president’s list) that the aggregate principal amount of Debentures sold under the Offering are convertible into at the conversion price of $0.30 per Unit. Each Broker Warrant entitles the Agent to purchase one Share at the price of $0.30 per Share for a period of 24 months from the Closing Date.
The Debentures 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 Debentures. The securities issued in the Offering will be subject to applicable hold periods imposed under applicable securities legislation.
The net proceeds from the Offering will be used for acquisitions and general and corporate working capital purposes.
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.