THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
LUXXFOLIO Holdings Inc, a vertically-integrated digital asset company, announced that it has entered into an agreement with PI Financial Corp., together with Canaccord Genuity Corp., and M Partners Inc., (the “Underwriters”) pursuant to which the Underwriters have agreed to buy on a bought deal basis 10,000,000 units (the “Units”) of the Company, at a price of C$0.70 per Unit for gross proceeds of approximately C$7 million (the “Offering”). Each Unit consists of one common share (each a “Common Share”) and one-half warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to acquire a Common Share (each a “Warrant Share”) at an exercise price of C$1.00 for a period of 24 months from the closing of the Offering.
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The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,500,000 Units to cover over-allotments, if any, and for market stabilization purposes. The Offering is expected to close on December 7, 2021 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Canadian Stock Exchange. If the option is exercised in full, the gross proceeds of the Offering will be approximately $8.05 million.
The net proceeds from the Offering will be used for working capital requirements and for the development, sustaining capital, and maintenance of the Company’s Bitcoin mining operation.
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A prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated November 26, 2021 (the “Base Shelf Prospectus”) will be filed with the securities commissions or securities regulatory authorities in each of the provinces of Canada, excluding Quebec. The Prospectus Supplement and the Base Shelf Prospectus contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated therein for more information about the Company and this Offering before making an investment decision. Once filed, copies of the Prospectus Supplement and the Base Shelf Prospectus can be found on SEDAR .The Offering may also be offered by way of private placement into the United States pursuant to exemptions from the prospectus requirement under the United States Securities Act of 1933, as amended.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Units, Common Shares and Warrant Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer of securities for sale in the United States or in any jurisdiction in which such offer would be unlawful prior to qualification or registration under the securities laws of such jurisdiction.
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