Mr. John Anderson reports
PARENT CAPITAL CLOSES UPSIZED PRIVATE PLACEMENT
Parent Capital Corp. has closed its previously announced private placement offering by issuing 12,634,333 units of the company at a price of six cents per unit for aggregate gross proceeds of $758,060. Each unit consists of a common share of the company and a warrant exercisable to acquire an additional common share of the company at a price of nine cents per common share for a period of two years. Net proceeds of the offering will be used for payment of accounts payable, settlement of debt and general corporate purposes.
In connection with the offering, the company paid finders' fees of $5,501.40 and issued 50,000 finders' warrants, each exercisable to acquire one common share of the company at a price of nine cents per share for a period of two years. Closing of the offering is subject to final approval of the TSX Venture Exchange.
All securities issued pursuant to the offering will be subject to a four-month hold period under Canadian securities laws and the policies of the TSX Venture Exchange, as applicable.
One director of the company participated in the offering for aggregate proceeds of $9,000 and is considered to be a related party of the company. Each subscription by a related party of the company is considered to be a related party transaction for purposes of Multilateral Instrument 61-101. The company is relying on the exemptions from the formal valuation requirements contained in section 5.5(a) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101 as the fair market value of the related parties' participation is not more than 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.
The company also announces that it will settle outstanding indebtedness in the aggregate amount of $61,960.02 owed to certain creditors in exchange for the issuance of 1,032,667 common shares of the company at a deemed price of six cents per share.
The company intends to complete the debt settlement to preserve the company's cash for working capital and improve its financial position by reducing its existing liabilities. The debt settlement is subject to customary closing conditions, including, but not limited to, finalizing all contractual documentation and receipt of all applicable regulatory and stock exchange approvals, as applicable, including compliance with the policies of the TSX Venture Exchange.
We seek Safe Harbor.
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