Voleo Announces Closing of Equity Financing
29 October 2020 - 12:00AM
Voleo Trading Systems
Inc. (TRAD: TSX-V, VLEOF:
OTC-QB) (“
Voleo”, the
“
Company”) announces that it has closed its
previously announced non-brokered private placement (the
“Offering”). The Offering consisted of 19,312,996 units issued at
$0.07 per unit (each a “Unit”) for aggregate gross proceeds of
$1,351,909.72. Each Unit consists of one common share (each a
“Share”) and one warrant (each a “Warrant”). Each Warrant entitles
the holder thereof to purchase an additional Share for $0.20 for a
period of 24 months after closing. The Units are subject to a
statutory four month hold period that expires on February 28, 2021.
The Units are further subject to a restrictive legend that will
result in the Units being released from trading restrictions in
four equal tranches at six month intervals from the closing.
The Company intends to use the net proceeds of
the Offering for general corporate and working capital purposes and
a reserve for exploring potential asset acquisitions.
To demonstrate continued support of the Company,
certain directors, officers and insiders of the Company
participated in the Offering and acquired 1,573,570 Units for
proceeds of $110,149.90. Such participation is considered a related
party transaction within the meaning of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The related party transaction will be
exempt from minority approval, information circular and formal
valuation requirements pursuant to the exemptions contained in
Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair
market value of the gross securities to be issued under the
Offering nor the consideration to be paid by the insiders will
exceed 25% of the Company's market capitalization. The Company did
not file a material change report related to this financing more
than 21 days before the expected closing of the Offering as
required by MI 61-101 since the details of the participation by the
related parties of the Company were not settled until shortly prior
to the closing of the Offering and the Company wished to close on
an expedited basis for sound business reasons. The Units that will
be acquired by the related parties have been acquired pursuant to
an exemption from the prospectus requirement in section 2.3 of
National Instrument 45-106.
This news release does not constitute an
offer of securities for sale in the United States. The securities
being offered have not been, nor will they be, registered under the
Unites States Securities Act of 1933, as amended, and such
securities may not be offered or sold within the United States
absent U.S. registration or an applicable exemption from U.S.
registration requirements.
About Voleo Trading
Systems Inc.For more information on
Voleo, please visit our Investor Relations website at
ir.myvoleo.com.
ON BEHALF OF THE VOLEO BOARD
“Mark
Morabito”Executive
Chairman
For further information regarding this press
release, please contact:
Voleo Investor
Relations+1-604-681-8030investor.relations@myvoleo.com
Cautionary Note Regarding
Forward-Looking Information
Certain statements contained in this release
constitute forward-looking statements and forward-looking
information (collectively referred to herein as "forward-looking
statements") within the meaning of applicable Canadian securities
laws. Such forward-looking statements relate to future events or
the Company’s future performance, the use of proceeds of the
Offering, and future use of its technology. All statements other
than statements of historical fact may be forward-looking
statements. Such forward-looking statements are often, but not
always, identified by the use of words such as "seek",
"anticipate", "budget", "plan", "estimate", "expect", "forecast",
"may", "will", "project", "potential", "intend", "could", "might",
"should", "believe" and similar expressions. These statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements. Voleo
believes the expectations reflected in those forward-looking
statements are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements included in this release should not be unduly relied
upon. These forward-looking statements speak only as of the date of
this release, or as of the date specified in the documents
incorporated by reference into this release, as the case may
be.
With respect to forward-looking statements
contained in this release, the Company has made assumptions
regarding, among other thing: the accuracy, reliability and
applicability of the Company’s business model; the impact of
COVID-19 on the Company’s operations; the ability of the Company to
implement its business plan as intended; the legislative and
regulatory environments of the jurisdictions where the Company will
carry on business or have operations; the impact of competition;
and the availability of financing to execute the business plan. The
Company has included the above summary of assumptions and risks
related to forward-looking statements provided in this release in
order to provide investors with a more complete perspective on the
Company’s current and future operations and such information may
not be appropriate for other purposes.
Readers are cautioned that the foregoing lists
of factors are not exhaustive and it would be unreasonable to rely
on any such forward-looking statements and information as creating
any legal rights, that the statements and information are not
guarantees and may involve known and unknown risks and
uncertainties, and that actual results may differ (and may differ
materially) and objectives and strategies may differ or change from
those expressed or implied in the forward-looking statements or
information as a result of various factors. Except as required by
applicable securities laws, the Company is not under any duty and
do not undertake any obligation to publicly update or revise any
forward-looking statements after the date of this release.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) has reviewed or accepts responsibility for
the adequacy or accuracy of this release.
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