The intended gross proceeds to be raised has been reduce to
All securities issued underthe private placement,including securities issuable on exercise ofthe Warrants,willbe subject to a hold period of four months plusa day in accordance with Canadian securities laws. Itis anticipated that certain subscribers to the private placement will include existing directors and officers of the Company as wellas existing unrelated shareholders.TheCompanydoesnotanticipate thatnewshareholderswillacquire greaterthan 50% of the outstanding voting securities of the private placement. Accordingly, the private placement may be considered a 'related party transaction' pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101') and the policies of the NEX trading board of the TSXV. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5 and Section 5.7(1)(b) of MI 61-101, respectively, on the basis that the private placement is a distribution of securities for cash and the fair market value of the securities does notexceed
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The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or anyapplicable state securities laws and may not be offered or sold in
Forward-Looking Statements
Certain statements contained in this press release constitute 'forward-looking information' as such term is defined in applicable Canadian securities legislation. The words 'may', 'would', 'could', 'should', 'potential', 'will', 'seek', 'intend', 'plan', 'anticipate', 'believe', 'estimate', 'expect' and similar expressions as they relate to the Company, including the closing of the transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including the Company receiving approval of the transactions from the NEX trading board of the TSXV. Many factors could cause the actualresults, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should anyfactor affect the Company in an unexpected manner,or should assumptions underlying the forwardlooking information prove incorrect, the actualresults or eventsmaydiffer materially fromthe results oreventspredicted.Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligationtopubliclyupdate orreviseanyforward-looking information,otherthan as required by applicable law.
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