08:27:33 EDT Sun 12 May 2024
Enter Symbol
or Name
USA
CA



Resaas Services Inc
Symbol RSS
Shares Issued 75,247,002
Close 2023-10-16 C$ 0.29
Market Cap C$ 21,821,631
Recent Sedar Documents

Resaas Services closes $1.32-million private placement

2023-10-17 16:14 ET - News Release

Mr. Neil Simon reports

RESAAS ANNOUNCES CLOSING OF OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT FOR $1,328,000

Resaas Services Inc. has closed its oversubscribed non-brokered private placement, previously announced on Oct. 12, 2023, by issuing 4.15 million units of the company at a price of 32 cents per unit for aggregate gross proceeds to the company of $1,328,000.

The Company intends to use the net proceeds of the Offering for expansion, strengthening of the Company's balance sheet, and general working capital purposes.

Each Unit consists of one common share of the Company (each, a "Common Share") and one half of one Common Share purchase warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of $0.60 per Warrant Share until October 17, 2024.

Certain insiders of the Company (collectively, the "Interested Parties") subscribed for an aggregate of 1,375,000 Units under the Offering. The Interested Parties are each considered a "related party" of RESAAS within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and the sale of such Units to the Interested Parties constitutes a "related party transaction" within the meaning of MI 61-101 and Policy 5.9 by the TSX Venture Exchange (the "TSX-V").

Prior to the closing of the Offering, the Interested Parties collectively held and controlled approximately 19.20% of the issued and outstanding Common Shares (on a non-diluted basis). Immediately following the closing of the Offering, the Interested Parties collectively held and controlled approximately 19.92% of the issued and outstanding Common Shares (on a non-diluted basis). The "related party" portion of the Offering was exempt from the minority approval requirement of Section 5.6 and the formal valuation requirement of Section 5.4 of MI 61-101 as neither the fair market value of the "related party" portion of the Offering, nor the fair market value of the consideration of the "related party" portion of the Offering, exceeded 25% of the Company's market capitalization. The Company did not file a material change report disclosing the "related party transaction" more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each Interested Party was not settled until shortly prior to the closing of the Offering.

All securities issued under the Offering will be subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws, and securities issued to certain Interested Parties will be subject to a concurrent four-month hold under the policies of the TSX-V. The Offering remains subject to the receipt of all necessary regulatory approvals, including the final approval of the TSX-V.

In connection with the Offering, the Company paid Haywood Securities Inc. and Canaccord Genuity Corp. (each, a "Finder") an aggregate cash finder's fee of $29,050, equal to 5% of the gross proceeds raised by each Finder.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to, or for the account of benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.

About RESAAS Services Inc.

RESAAS is an award-winning global technology platform for the real estate industry. With over 600,000 real estate agents utilizing RESAAS in 160 countries, RESAAS enables real-time industry communication, delivers new business opportunities and captures unique real estate data. Some of real estate's biggest brands leverage RESAAS to provide business intelligence to real estate brokerages, franchises and associations. For more information, please visit https://www.resaas.com .

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