Mr. Daniel Davies reports
BEACN ANNOUNCES CLOSING OF SECOND AND FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
Beacn Wizardry & Magic Inc. has closed the second and final tranche of its non-brokered private placement that was first announced on July 4, 2023. Gross proceeds for the two tranches total $890,000 from the sale of 4.45 million units of the company at a price of 20 cents per unit. Each unit comprises one common share and one non-transferable common share purchase warrant. Each warrant will entitle the holder to purchase one additional share at a price 45 cents for a period of three years expiring on July 25, 2026, for the first tranche and on Sept. 29, 2026, for the second tranche.
The proceeds from the offering will be used to (i) accelerate the company's sales program, including the company's Sept. 28, 2023, announcement of a B2B (business-to-business) agreement with London Drugs (ii) support the development and inventory purchases of new products, (iii) improve on shipping and logistics in new strategic markets and (iv) for general working capital.
The company also granted a total of 950,000 options to employees and non-executive directors on Sept. 23, 2023. The options are exercisable at 20 cents per share for a five-year term, including vesting provisions for two employees with vesting to be complete by April 7, 2024, and April 24, 2026.Initiatives from proceeds will benefit sales of Beacn's consumer electronic products including Beacn Mix and Beacn Mic.
At the option of the investors, all of the shares to be issued from this offering are expected to be designated eligible business corporation shares (an EBC share) and therefore the investors will be eligible for a 30-per-cent tax credit and there will be restrictions on the sale of the EBC shares for a period of five years. The warrants will not be EBC eligible.
Directors and officers of Beacn and shareholders owning more than 10 per cent of the company's common shares participated in the offering and were issued an aggregate of two million units. Such participation in the offering constitutes a related party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The offering is exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities exceed 25 per cent of the company's market capitalization. The company did not file a material change report 21 days prior to closing of the offering as the participation of insiders of the company in the offering had not been confirmed at that time.
The closing of the second and final tranche of the offering is subject to receipt of all necessary regulatory approvals including the TSX Venture Exchange. Except for EBC shares, all of the securities issued with respect to the offering will be subject to a hold period of four months and one day in accordance with applicable securities laws. EBC shares will be subject to a hold period of four months and one day in accordance with applicable securities laws and in addition will be subject to restrictions on sale for a period of five years.
About Beacn Wizardry & Magic Inc.
Beacn, a Victoria, B.C.-based consumer electronics company, develops innovative audio equipment, peripherals and technology for gamers, live streamers and content creators. Beacn is committed to delivering premium products that enable everyone to produce studio-quality content. Beacn's award-winning product ecosystem includes Beacn Mic, Beacn Mix and Beacn Mix Create. Beacn is listed on the TSX Venture Exchange under the symbol BECN.
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