Mr.
Dean Bethune reports
DARELLE ANNOUNCES SUBMISSION TO TSX VENTURE EXCHANGE FOR
PRIVATE PLACEMENT, FINDER'S FEE, AND SHARE FOR DEBT SETTLEMENT
Darelle Online Solutions Inc. has submitted the required filings
to the TSX Venture Exchange seeking approval for the following
transactions in accordance with exchange policies.
Private placement
The company intends to complete a non-brokered private placement of up to 5.25 million units at a price of 10 cents per unit for gross proceeds of up to $525,000. Each unit will consist of one common share of the company and
one share purchase warrant. Each warrant will entitle the holder to
acquire one additional common share at a price of 13 cents for a period of two years
from the date of issuance.
A director of the company intends to participate in the private placement for an
aggregate amount of $36,400, which would result in the issuance of 364,000 units to
such director. The participation by the director in the offering constitutes a related party
transaction within the meaning of TSX-V Policy 5.9 and Multilateral
Instrument 61-101, Protection of Minority Holders in Special Transactions.
The company is relying on exemptions from the formal valuation and minority
shareholder approval requirements provided under MI 61-101 on the basis that the fair
market value of the securities to be distributed in the transaction and the consideration
received by the company from the director does not exceed 25 per cent of the company's
market capitalization.
Finders' fees
In connection with the private placement, the company has agreed to pay to eligible
finders fees consisting of:
-
A cash commission of up to $65,625, representing 12.5 per cent of the gross proceeds
raised by eligible finders;
-
An issuance of up to 656,250 common shares, representing 12.5 per cent of the units
sold under the private placement, at a deemed price of 10 cents per share.
The payment of finders' fees is subject to compliance with applicable securities laws
and the approval of the exchange.
the company intends to use the net proceeds from the offering to finance the
development of the Darelle on-line raffle platform and to supplement general working
capital.
Completion of the private placement remains subject to the approval of the TSX-V. All securities issued in connection with these transactions will be
subject to a statutory four-month hold period in accordance with applicable securities
laws.
About Darelle Online Solutions Inc.
Darelle Online Solutions is a British Columbia corporation with its head office in
Vancouver, B.C. Darelle.com is an on-line marketplace that has
developed a platform in which charitable and non-profit organizations can create, sell,
deliver and manage their raffle ticket and 50/50 draws completely on-line. The company
is listed on the TSX-V as a Tier 2 technology issuer. The company
has a total of 2,456,939 common shares issued and outstanding.
We seek Safe Harbor.
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