/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Sept. 28,
2022 /CNW/ - BuildDirect.com Technologies Inc.
(TSXV: BILD) ("BuildDirect" or "Company") is pleased
to announce that the non-brokered private placement of common
shares (the "Private Placement") previously announced on
August 30, 2022 (see the news release
of the Company dated August 30, 2022
and September 8, 2022) has been
upsized to 6,847,830 common shares ("Common Shares") at a
price of $0.46 per Common Share for
total gross proceeds of $3,150,000. BuildDirect is also pleased to
announce the closing of the second tranche of this Private
Placement (the "Second Tranche").
All references to dollars herein are in Canadian dollars ($)
unless otherwise specified.
In connection with the Second Tranche, the Company issued a
total of 1,413,045 Common Shares (each a "Common
Share") at a price of $0.46 per
Common Share for total gross proceeds of $650,000.
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. 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 Second Tranche are
subject to a statutory hold period of approximately four months
ending on January 29, 2023 in
accordance with applicable securities law.
Douglas Zawada, Eric Truax and Dennis
Nehro are all insiders of the Company by virtue of being
senior officers of Charter Distributing Company, a wholly owned
subsidiary of BuildDirect. Mr. Zawada, Mr. Truax and Mr.
Nehro all participated in the Second Tranche of the Private
Placement by purchasing 847,827, 282,609 and 282,609 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 percentage of
issued and outstanding common shares of the Company owned or
controlled by Mr. Zawada, Mr. Truax and Mr. Nehro on a partially
diluted basis upon closing of the Private Placement is anticipated
to be 2.3%, 0.9%, and 0.9% respectively. The Company is
exempt from the formal valuation and minority approval requirement
under MI 61-101 as the fair market value of the insiders'
participation in the aggregate 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 Second Tranche of
the Private Placement, as the details of the Second Tranche were
not finalized until September 28, 2022, and the Company
wishes to close the Second Tranche as soon as practicable.
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 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.
