Nextech3D.ai Announces Closing of $2.5 Million Brokered Offering, With Participation by CEO
Martech Outlook | Wednesday, July 26, 2023
NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
TORONTO, ON: Nextech3D.AI (the "Company") (formerly known as "Nextech AR Solutions Corp") (OTCQX:NEXCF)(CSE:NTAR)(FSE:EP2) is pleased to announce that it has closed its previously announced brokered private placement offering (the "Offering"), led by Research Capital Corporation as the sole agent and sole bookrunner (the "Agent"), of 6,062,390 units of the Company (each, a "Unit") at a price of $0.42 per Unit for aggregate gross proceeds of $2,546,203.
Each Unit is comprised of one common share of the Company (a "Common Share") and one purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.52 for a period of 36 months from closing of the Offering.
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The Offering was conducted pursuant to the amendments to National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") set forth in Part 5A thereof (the "Listed Issuer Financing Exemption") to purchasers resident in Canada, except Québec. The Units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
Mr. Evan Gappelberg, CEO and Director of the Company, subscribed for 250,000 Units in the Offering. The issuance of the Units to an insider pursuant to the Offering constitutes a ‘related party transaction' within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on certain exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61‑101 in respect of related party participation in the Offering, as the Company is not listed on specified markets and 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 involves the related parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).
In connection with the Offering, the Company paid the Agent cash commission of $183,296 and issued to the Agent 447,133 non-transferable broker warrants (the "Broker Warrants"). Each Broker Warrant shall entitle the holder thereof to purchase one Unit at an exercise price of $0.42 per Unit for a period of 36 months following the closing of the Offering. The Company also paid the Agent a corporate finance advisory fee consisting of 178,571 Units (such Units are subject to a 4 month and 1 day hold period), $4,200 in cash and 20,000 Advisor Warrants which bear the same terms as the Broker Warrants.
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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