19:40:55 EDT Sat 18 May 2024
Enter Symbol
or Name
USA
CA



Zoomaway Technologies Inc
Symbol ZMA
Shares Issued 16,331,032
Close 2023-11-13 C$ 0.07
Market Cap C$ 1,143,172
Recent Sedar Documents

Zoomaway closes $150,000 private placement with AIP

2023-11-20 18:34 ET - News Release

Mr. Sean Schaeffer reports

ZOOMAWAY CLOSES PRIVATE PLACEMENT

Zoomaway Technologies Inc. has closed its previously announced non-brokered private placement with AIP Convertible Private Debt Fund LP, pursuant to which AIP subscribed for three million units of the company at a price of five cents per unit for total gross proceeds of $150,000. Each unit consists of one common share and one common share purchase warrant, each warrant being exercisable for one common share at a price of five cents for a period of five years. The proceeds of the private placement will be used for working capital purposes only.

AIP is the company's major shareholder and principal lender. As such, the private placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and the company relies on the exemptions from formal valuation and minority shareholder approval of the private placement contained in sections 5.5(c) and 5.7(b), respectively, of MI 61-101.

Immediately prior to the private placement, AIP held 46.96 per cent of the company's issued and outstanding commons shares. As a result of the private placement, AIP's share ownership has increased to 55.19 per cent of the company's issued and outstanding common shares on a non-diluted basis and to 70.77 per cent on a fully diluted basis (taking into account existing warrants held by AIP and the warrants to be issued as part of the units). Neither the company nor, to the knowledge of the company after reasonable inquiry, AIP has knowledge of any material information concerning the company or its securities that has not been generally disclosed. The company has two independent directors, both of whom have approved of the private placement. None of the proceeds from the private placement will be applied toward any amounts owed to AIP.

All securities issued pursuant to the private placement are subject to a hold period of four months and one day from the date of issuance. The private placement remains subject to the final acceptance of the TSX Venture Exchange.

The company did not file a material change report more than 21 days before the expected closing of the private placement because the structure and the details of AIP's participation were not settled until shortly prior to the closing and the company wished to close on an expedited basis for business reasons.

Early warning disclosure

In connection with the private placement, AIP acquired ownership, control or direction over common shares of the company requiring disclosure pursuant to the early warning requirements of applicable securities regulation. Immediately prior to the private placement, AIP had ownership of, or exercised control or direction over, approximately 7,668,518 common shares of the company and 7,301,851 common share purchase warrants. Pursuant to the private placement, AIP acquired ownership of an additional three million common shares of the company and an additional three million warrants, and now holds, or exercises control or direction over, 10,668,518 common shares and 10,301,851 warrants. Following the private placement, AIP's common share ownership in the company increased from approximately 46.96 per cent to approximately 55.19 per cent. In the event that AIP was to exercise of the warrants that it holds, its common share ownership in the company would increase to 70.77 per cent.

The company understands that AIP acquired the aforementioned securities for investment purposes and may, from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, acquire additional common shares through market transactions, private agreements, treasury issuances or otherwise, or may, subject to the requirements of applicable securities laws, sell all or some portion of the common shares it owns or controls, or may continue to hold the common shares.

This portion of this news release is issued pursuant to National Instrument 62-103, The Early Warning System and Related and Take-Over Bid and Insider Reporting Issues, of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report will be filed by AIP in accordance with applicable securities laws and will be available on the company's issuer profile on SEDAR+.

About Zoomaway Technologies Inc.

Zoomaway is a technology company principally involved in the hospitality and travel industries. The company has developed a variety of software solutions that enhance the planning and engagement of everyday tourists. Its flagship project, ZoomedOut, is a complete modernization and reimagination of mobile travel apps. In a full 3-D environment, the company is able to integrate planning, booking, social media and camaraderie into a tangibly rewarding experience. The company has combined travel, hospitality, mobile gaming and augmented reality to change the way users travel. Additional information about Zoomaway can be found on its website.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.