/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Sept. 7,
2022 /CNW/ - BuildDirect.com Technologies Inc. (TSXV:
BILD) ("BuildDirect" or "Company") is pleased to
announce the closing of the first tranche of its previously
announced non-brokered private placement of common shares (the
"Private Placement") (see the news release of the Company
dated August 30, 2022).
All references to dollars herein are in Canadian dollars ($)
unless otherwise specified.
The Company issued a total of 5,434,785 Common Shares (each a
"Common Share") at a price of $0.46 per Common Share for total gross proceeds
of $2,500,000.
The Company intends to use the net proceeds from the Private
Placement to continue to advance BuildDirect's strategy and for
general working capital purposes. The Company expects to
complete subsequent tranches of the Private Placement on or before
October 14, 2022. No bonus,
finder's fee, commission, agent's option or other compensation is
payable in connection with the Private Placement.
The Common Shares issued pursuant to the Private Placement are
subject to a statutory hold period of approximately four months
ending on January 8, 2023 in
accordance with applicable securities law.
Pelecanus Investments Ltd. ("Pelecanus"), Lyra
Growth Partners Inc. ("Lyra") and Beedie Investments Ltd.
("Beedie") are all insiders by
virtue of currently holding 35.7% (undiluted) and 38.6% (partially
diluted), 13.9% (undiluted) and 15.2% (partially diluted), and
12.7% (undiluted) and 13.9% (partially diluted) respectively of the
issued and outstanding common shares of the Company.
Pelecanus, Lyra and Beedie, through a wholly owned subsidiary, all
participated in this first tranche of the Private Placement by
purchasing 2,391,305, 1,521,740 and 1,521,740 Common Shares
respectively and, accordingly, the Private Placement constitutes a
related party transaction as defined under Multilateral Instrument
61-101 Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The
Company is exempt from the formal valuation and minority approval
requirement under MI 61-101 as the fair market value of Pelecanus',
Lyra's and Beedie's participation in the Private Placement does not
exceed more than 25% of the market capitalization of the Company,
as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101. The
Company will not file a material change report more than twenty-one
(21) days before the expected closing date of the Private
Placement, as the details of the Private Placement were not
finalized until September 7, 2022,
and the Company wishes to close the Private Placement as soon as
practicable. A copy of the early warning reports to be filed by the
Company in connection with the Private Placement will be available
on SEDAR at www.sedar.com
under the BuildDirect's profile and may also be
obtained by contacting Matthew
Alexander, Interim CFO at
ir@BuildDirect.com or by telephone
at 1-778-382-7748. This news release is
issued under the early warning provisions of the Canadian
securities legislation. The Company's head office is at #090-200
Granville Street Vancouver, BC V6C
1S4, Canada, and the address of
Lyra is 2150 – 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9,
Canada.
The securities referred to in this news release 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 within
the United States or to, or for
the account or benefit of, U.S. persons absent U.S. registration or
an applicable exemption from the U.S. registration requirements.
This release does not constitute an offer for sale of, nor a
solicitation for offers to buy, any securities in the United States. Any public offering of
securities in the United States
must be made by means of a prospectus containing detailed
information about the issuer and its management, as well as
financial statements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
About BuildDirect
BuildDirect (TSXV: BILD) is a growing omnichannel building
material retailer. BuildDirect connects North American home
improvement B2B and B2C organizations and homeowners with quality
building materials and services through its robust global supply
chain network. BuildDirect's growth trajectory, strong
product offering and proprietary heavyweight delivery network are
delivering value today, solidifying its position as an innovative
player in the home improvement industry. For more
information, visit www.BuildDirect.com.
Forward-Looking Information
This press release contains statements which constitute
"forward-looking statements" and "forward-looking information"
within the meaning of applicable securities laws (collectively,
"forward-looking statements"), including statements regarding the
plans, intentions, beliefs and current expectations of the Company
with respect to future business activities and operating
performance. Forward-looking statements are often identified by the
words "may", "would", "could", "should", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect" or similar
expressions. These statements reflect management's current beliefs
and expectations and are based on information currently available
to management as at the date hereof. Forward-looking
statements involve significant risk, uncertainties and
assumptions.
Forward-looking statements in this press release may include,
without limitation, statements relating to the expected closing of
subsequent tranches of the Private Placement and use of proceeds of
the Private Placement.
Many factors could cause actual results, performance or
achievements to differ materially from the results discussed or
implied in the forward-looking statements. Among those factors are
changes in consumer spending, availability of mortgage financing
and consumer credit, changes in the housing market, changes in
trade policies, tariffs or other applicable laws and regulations
both locally and in foreign jurisdictions, availability and cost of
goods from suppliers, fuel prices and other energy costs, interest
rate and currency fluctuations, retention of key personnel and
changes in general economic, business and political conditions.
These forward-looking statements may be affected by risks and
uncertainties in the business of the Company and general market
conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking statements
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated or expected. These factors should be considered carefully
and readers should not place undue reliance on the forward-looking
statements.
Although the forward-looking statements contained in this press
release reflect the Company's expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made, the Company cannot
assure readers that actual results will be consistent with these
forward-looking statements. There may be other risks, uncertainties
and factors that cause results not to be as anticipated, estimated
or intended and such changes could be material. These
forward-looking statements are made as of the date of this press
release, and BuildDirect assumes no obligation to update or revise
them to reflect new events or circumstances, except as required by
law.
SOURCE BuildDirect.com Technologies Inc.
