Release date- 16082017 - VANCOUVER, BRITISH COLUMBIA - Patriot One Technologies Inc. (the 'Company') (TSX.V: PAT) (OTCQB: PTOTF) (FRANKFURT: 0PL) is pleased to announce that it has filed a preliminary short form prospectus ('Prospectus') in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario to qualify the distribution of, among other things, 6,612,500 units of the Company ('Units') and the common shares and warrants underlying such Units issuable for no additional consideration upon the exercise or deemed exercise of 6,612,500 special warrants of the Company ('Special Warrants').
The Special Warrants were issued in connection with the previously announced private placement offering (the 'Offering') which closed on July 13, 2017. The Special Warrants were sold at a price of $0.70 per Special Warrant (the 'Issue Price'), for aggregate gross proceeds of of $4,628,750.
In accordance with the terms of the agency agreement (the 'Agency Agreement') entered into among the Company, Canaccord Genuity Corp. and Mackie Research Capital Corp. (the 'Agents'), the Agents received a cash commission of 7.0% of aggregate gross proceeds of the Offering (less that portion of the fee taken in Special Warrants as set out below) and a cash corporate finance fee of $37,500.
The Prospectus also qualifies the distribution of the 32,250 agency fee units issuable for no additional consideration upon the exercise or deemed exercise of the Agency Fee Special Warrants, the 462,875 broker warrants issuable for no additional consideration upon the exercise or deemed exercise of the Broker Special Warrants and the 53,571 common shares issuable for no additional consideration upon the exercise or deemed exercise of the Corporate Finance Special Warrants. The Company has agreed to use its best efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the Units upon exercise of the Special Warrants (the 'Prospectus Qualification') on or before the date that is 45 days following closing of the Offering, being August 27, 2017 (the 'Qualification Deadline'). If the Prospectus Qualification does not occur before the Qualification Deadline, each holder shall be entitled to receive, without payment of additional consideration, 1.05 Units per Special Warrant. Unless the Prospectus Qualification occurs, securities issued in connection with the Offering will be subject to a four month hold period from the date of issue. For more information on the Offering, please refer to the Prospectus, as well as the Company's news releases, dated June 22, 2017 and July 13, 2017, available on the Company's profile on SEDAR at www.sedar.com. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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About Patriot One Technologies Inc.
The Company has developed PATSCAN CMR the next generation of its award-winning radar device and software solution. PATSCAN CMR is a first-of-its-kind Cognitive Microwave Radar concealed weapons detection system, designed as an effective tool to combat active shooter threats before they occur. Designed for cost-effective deployment in weapon-restricted buildings and facilities, the Patriot One software solution and related hardware can be installed in hallways and doorways to covertly identify weapons and to alert security of an active threat entering the premises. Owner/operators of private and certain public facilities can now prominently post anti-weapons policies with compliance assured. The Company's motto Deter, Detect and Defend is based on the belief that widespread use of its technology will act as an effective deterrent, thereby diminishing the epidemic phenomena of active shooters across the globe.
CAUTIONARY DISCLAIMER STATEMENT
No securities exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to the consequences of the Prospectus Qualification not occurring and other statements that are not historical facts. Forward-looking statements are often identified by terms such as 'will', 'may', 'should', 'anticipate', 'expects' and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.