The company's prospectus dated Sept. 25, 2018, was filed with and accepted by the TSX Venture Exchange, and filed with and receipted by the British Columbia Securities Commission, pursuant to the provisions of the British Columbia Securities Act.
The exchange has been advised that closing occurred on Oct. 4, 2018, for gross proceeds of $2,875,000, including the exercise of the overallotment option as described in more detail below.
Offering: 2,500 units at a price of $1,000 per unit (Each unit consists of $1,000 principal amount of 12 per cent convertible unsecured debentures and 2,500 warrants. Each warrant is exercisable into one common shares at a price of 22 cents for two years.)
Warrant exercise price: 22 cents for two years from the closing date of the offering
Agent: Clarus Securities Inc.
Agent's commission: 8 per cent of gross proceeds payable in cash and compensation units equal to 10 per cent of the number of units sold in the offering, exercisable on the same terms as the units issued in the offering
Overallotment option: The agent was granted an overallotment option, exercisable for a period of 30 days following the closing, to purchase a number of additional units equal to 15 per cent of the number of units qualified under the offering (representing up to 375 additional units). The overallotment option was exercised in full.
Details of the debentures
Maturity date: three years from the date of issuance
Interest: 12 per cent per annum
Conversion: Each debenture will be convertible in a number of common shares computed on the basis of: (i) an amount equal to the principal amount of the debentures ($1,000) divided by the conversion price of 15 cents per share; and (ii) an amount equal to up to the interest that would have been payable on the debentures from the date of conversion to the maturity date based on the greater of the prevailing market price at the time of conversion and 11 cents. For certainty, the aggregate number of common shares to be issued upon conversion of the debentures and for any payment of the make-whole amount in common shares will not exceed the number of common shares that is equal to the principal amount of the debentures divided by 11 cents.
For further information, please refer to the company's prospectus dated Sept. 25, 2018.
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