Nextech3D.ai Announces $3.6 Million Private Placement
Martech Outlook | Thursday, November 02, 2023
Toronto, ON – Nextech3D.AI (the “Company”) (OTCQX: NEXCF) (CSE: NTAR) (FSE: EP2) announces that it proposes to complete a private placement (the “Offering”) pursuant to which it will issue up to 30,000,000 units (“Units”) at a price of $0.12 per Unit, to raise aggregate gross proceeds of up to $3.6 million.
Each Unit will be comprised of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”); with each whole Warrant exercisable to acquire one additional common share at a price of $0.17 for a period of 36 months from the date of issuance thereof.
An aggregate of up to 19,500,000 Units will be issued pursuant to National Instrument 45-106 in accordance with Part 5A thereof (the “Listed Issuer Financing Exemption”) to purchasers resident in Canada, except Québec, and other jurisdictions outside of Canada. The Units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at https://www.nextechar.com/. Prospective investors should read this offering document before making an investment decision. The net proceeds from the Offering will be used for working capital and general corporate purposes. The Offering is anticipated to close on or about the week of November 22, 2023 (“Closing”), or such later date as the Company may determine. The Company may pay a finders fee of up to 8% of the gross proceeds of the Offering to eligible registrants assisting in the Offering, and issue such number of broker warrants ("Broker Warrants") as is equal to up to 8% of the number of Units sold by such registrants, with each Broker Warrant entitling the holder to acquire one Share at $0.12 for a period of 36 months.
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It is anticipated that certain insiders of the Company may acquire Units under the Offering. Such participation, if any, will be considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it will involve interested parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).
The Closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
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