Subject: FTI Foodtech International Re: News Release for Dissemination
PDF Document
File: Attachment FTI Foodtech International - News Release Announcing Closing of Offerings.pdf
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
FTI FOODTECH ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF
SHARES AND UNITS AND AMENDMENT TO OFFERING DOCUMENT
VANCOUVER, B.C., CANADA, May 8, 2025 FTI Foodtech International Inc. (TSX-V: FTI) ("FTI" or the
"Company") is pleased to announce that, further to its news release of April 4, 2025, the Company has
closed the first tranche of its previously announced non-brokered private placement of 2,100,000
common shares in the capital of the Company (the "Shares") at a price of $0.20 per Share for gross
proceeds of $420,000.00 (the "Offering").
The Company has also closed the first tranche of the concurrent non-brokered private placement of
3,912,500 units (the "Units") at $0.20 per Unit, for gross proceeds of $782,500.00 (the "Concurrent
Offering"). Each Unit consists of Share and one Share purchase warrant (a "Warrant"). Each Warrant will
be exercisable to acquire an additional Share (a "Warrant Share") at a price of $0.35 per Warrant Share
for a period of 60 months after the closing date of the Offering subject to accelerated expiry upon 15 days'
notice by the Company in the event that the Shares close at or above $0.60 on the TSX Venture Exchange
(the "TSX-V") for 10 consecutive trading days. The Units offered under the Concurrent Offering will be
sold pursuant to other applicable prospectus exemptions contained in NI 45-106. The Shares and
Warrants underlying the Non-LIFE Units are subject to a statutory hold period of four months plus a day
from the date of issuance in accordance with applicable securities legislation.
The Company also announces that it has filed an amendment to the offering document filed on April 4,
2025 relating to the Offering and Concurrent Offering pursuant to which the initial terms of the Warrants
have been amended.
In connection with the Offering and Concurrent Offering, the Company paid arm's length finders (each, a
"Finder") an aggregate of $84,175.00 and issued an aggregate of 420,875 warrants (each, a "Finder's
Warrants") representing 7% of the proceeds raised form those purchasers introduced by such Finder and
7% of the total number of Units sold to investors introduced by such Finder, which provide that such
Finder may acquire common shares of the Company (each, a "Finder's Warrant Share") at a price of $0.20
per Finder's Warrant Share for a period of 12 months from the date of issuance.
The Company intends to use the net proceeds from the Offering and the Concurrent Offering for
development of its business operations including a retail and barter e-commerce platform, expected
product acquisitions, marketing research and strategies, development of new products, and for general
working capital.
The Company expects to close the second and final tranche of the Offering and Concurrent Offering on
or around May 19, 2025.
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
LEGAL_46620922.1
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.
About FTI Foodtech International Inc.
The company is focused on developing an innovative retail and barter e-commerce platform for products
that address challenges and promote sustainability within the cosmetic, skincare, wellness, health and
industrial products industries. FTI is committed to delivering high-quality, reliable products and solutions
that meet the evolving needs of its clients worldwide.
For more information, contact:
Stephen Brown, CEO FTI Foodtech International Inc.
info@fticorp.ca
778-819-0138
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This information release contains certain forward-looking information, including about the closing of the
Offering and the receipt of all necessary regulatory approvals regarding the Offering. Such information
involves known and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those implied by statements herein, and
therefore these statements should not be read as guarantees of future performance or results. All
forward-looking statements are based on the Company's current beliefs as well as assumptions made by
and information currently available to it as well as other factors. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this press
release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company
in its public securities filings, actual events may differ materially from current expectations. The Company
disclaims any intention or obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise
LEGAL_46620922.1
Word Document
File: '\\swfile\EmailIn\20250508 132211 Attachment FTI Foodtech International News Release Announcing Closing of Offerings.docx'
LEGAL_46620922.1
LEGAL_46620922.1
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
FTI FOODTECH ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF SHARES AND UNITS AND AMENDMENT TO OFFERING DOCUMENT
VANCOUVER, B.C., CANADA, May 8, 2025 -FTI Foodtech International Inc. (TSX-V: FTI) ("FTI" or the "Company") is pleased to announce that, further to its news release of April 4, 2025, the Company has closed the first tranche of its previously announced non-brokered private placement of 2,100,000 common shares in the capital of the Company (the "Shares") at a price of $0.20 per Share for gross proceeds of $420,000.00 (the "Offering").
The Company has also closed the first tranche of the concurrent non-brokered private placement of 3,912,500 units (the "Units") at $0.20 per Unit, for gross proceeds of $782,500.00 (the "Concurrent Offering"). Each Unit consists of Share and one Share purchase warrant (a "Warrant"). Each Warrant will be exercisable to acquire an additional Share (a "Warrant Share") at a price of $0.35 per Warrant Share for a period of 60 months after the closing date of the Offering subject to accelerated expiry upon 15 days' notice by the Company in the event that the Shares close at or above $0.60 on the TSX Venture Exchange (the "TSX-V") for 10 consecutive trading days. The Units offered under the Concurrent Offering will be sold pursuant to other applicable prospectus exemptions contained in NI 45-106. The Shares and Warrants underlying the Non-LIFE Units are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The Company also announces that it has filed an amendment to the offering document filed on April 4, 2025 relating to the Offering and Concurrent Offering pursuant to which the initial terms of the Warrants have been amended.
In connection with the Offering and Concurrent Offering, the Company paid arm's length finders (each, a "Finder") an aggregate of $84,175.00 and issued an aggregate of 420,875 warrants (each, a "Finder's Warrants") representing 7% of the proceeds raised form those purchasers introduced by such Finder and 7% of the total number of Units sold to investors introduced by such Finder, which provide that such Finder may acquire common shares of the Company (each, a "Finder's Warrant Share") at a price of $0.20 per Finder's Warrant Share for a period of 12 months from the date of issuance.
The Company intends to use the net proceeds from the Offering and the Concurrent Offering for development of its business operations including a retail and barter e-commerce platform, expected product acquisitions, marketing research and strategies, development of new products, and for general working capital.
The Company expects to close the second and final tranche of the Offering and Concurrent Offering on or around May 19, 2025.
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.
About FTI Foodtech International Inc.
The company is focused on developing an innovative retail and barter e-commerce platform for products that address challenges and promote sustainability within the cosmetic, skincare, wellness, health and industrial products industries. FTI is committed to delivering high-quality, reliable products and solutions that meet the evolving needs of its clients worldwide.
For more information, contact:
Stephen Brown, CEO FTI Foodtech International Inc.
info@fticorp.ca
778-819-0138
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This information release contains certain forward-looking information, including about the closing of the Offering and the receipt of all necessary regulatory approvals regarding the Offering. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise
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