NSCI Nanalysis Scientific Corp

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CALGARY, AB, March 20, 2024 /CNW/ - Nanalysis Scientific Corp. (TSXV: NSCI) (the "Company" or "Nanalysis") is pleased to announce that it has closed its prospectus exempt offering of units (the "Offering") and concurrent brokered "best efforts" prospectus exempt offering of units (the "Concurrent Offering"), as announced on March 6, 2024. A total of 11,111,110 units (the "Units") were issued at a price of $0.45 per Unit for gross proceeds of $4,999,999.50. A total of 8,888,888 Units were issued pursuant to the Offering and 2,222,222 Units were issued pursuant to the Concurrent Offering.

With respect to the Offering, the Company relied on the "Listed Issuer Financing Exemption" provided for in Part 5A of National Instrument 45-106 – Prospectus Exemptions. The concurrent brokered "best efforts" prospectus exempt offering of Units was issued by way of private placement subject to a 4-month hold period as set out in the National ‎Instrument 45-102 – Resale of Securities of the Company ("NI 45-102").

Each Unit consists of one common share of the Company issued at $0.45 per Unit (each a "Common Share") and one-half of one common share purchase warrant of the Company (each full warrant, a "Warrant" and collectively the "Warrants"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.65 for a period of 24 months following the closing date of the Offering, provided that if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") is at ‎‎least $1.20 per Common Share for a period of ten consecutive trading days (the "Triggering ‎Event"), the expiry date of the Warrants may be ‎accelerated by the Company to a date that is not less than 30 days after the later of: (i) the date that ‎notice of such acceleration is provided to the Warrant holders; and (ii) the date of issuance of a press release disclosing the occurrence of the ‎Triggering Event.

The offering was made through a syndicate of agents co-led by Echelon Wealth Partners Inc. and Canaccord Genuity Corp., and including ATB Securities Inc. and Leede Jones Gable Inc.

In connection with the Offering, the agents received a cash commission equal to 7.0% of the gross proceeds, with a reduced commission applied to sales made to members of the president's list of 3.5%. Additionally, the agents were granted broker warrants (the "Broker Warrants") in an amount equal to 8.0% of the total number of Units issued under the Offering and Concurrent Offering, subject to reduction for president's list sales of 4.0%. Each Broker Warrant is exercisable into one Common Share at a price of $0.65 for a period of 24 months following closing. Such cash commission totalled $335,541.47 and such Broker Warrants totalled 852,169.  The Broker Warrants are subject to a 4-month hold period as set out in NI 45-102.

The net proceeds of the Offering and Concurrent Offering will be used for expanding the Company's security services business, working capital including repayment of all or a portion of the Company's operating facility and general corporate purposes. Final acceptance by the TSXV of the Offering and Concurrent Offering is subject to the completion of customary post-closing filings.

The Concurrent Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as certain directors of the Company (the "Insiders") subscribed for an aggregate of 80,000 Units for aggregate proceeds of $36,000. The Company relied on the exemptions from the 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 with respect to the Insiders participation in the Concurrent Offering as the fair market value of the consideration of the securities issued to the related party did not exceed 25% of the Company's market capitalization. The Company did not file a material change report in respect of the participation of the Insiders in the Concurrent Offering at least 21 days before closing of the Concurrent Offering as the participation of the Insiders was not determined at that time.

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.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements. 

Nanalysis trades on the TSX Venture Exchange (TSXV) with ticker symbol ' NSCI ', Over the Counter (OTC) under the ticker symbol ' NSCIF ', and on the Frankfurt Exchange (FRA) under the symbol ' 1N1 '.

Nanalysis operates two primary businesses: Scientific Equipment and Security Services. Within its Scientific Equipment business is what the Company terms "MRI and NMR for industry". The Company develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers or analyzers for laboratory and industrial markets. The NMReady-60™ was the first full-feature portable NMR spectrometer in a single compact enclosure requiring no liquid helium or any other cryogens. The Company has followed-up that initial offering with new products and continues to have a strong innovation pipeline. In 2020, the Company announced the launch of its 100MHz device, the most powerful and most advanced compact NMR device ever brought to market. 

The Company's devices are used in many industries (oil and gas, chemical, mining, pharma, biotech, flavor and fragrances, agrochemicals, law enforcement, and more) as well as numerous government and university research labs around the world. The Company continues to exploit new global market opportunities independently and with partners.  With its partners, the Company provides scientific equipment sales and maintenance services globally.  

In 2022, through its subsidiary KPrime, the Company was awarded a five-year, $160 million contract with the Government of Canada to provide maintenance services for passenger screening equipment in Canadian airports. This has resulted in the expansion of the Company's Security Services business. The Company is providing airport security equipment maintenance services for the Government of Canada in each province and territory of Canada.  In addition, the Company provides commercial security equipment installation and maintenance services to a variety of customers in North America. 

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law, including relating to the use of the net proceeds of the Offering and the Concurrent Offering, the final acceptance of the Offering and Concurrent Offering by the TSXV and other matters ancillary or incidental thereto. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE Nanalysis Scientific Corp.