01 Communique Laboratory Inc. (ONE:TSX-V) (the “Company”) today announced it has entered into an engagement with Richardson GMP Limited (“RGMP”) for a private placement financing for gross proceeds of up to $2,000,000.
In accordance with the terms of the engagement, the Company will issue up to 20,000,000 Units at a per Unit price of $0.10, each Unit to consist of one common share in the capital of the Company and one-half of one common share purchase warrant, each whole warrant exercisable for the purchase of one common share of the Company at a per share price of $0.15 for a period of 24 months from the date of closing of the private placement.
The private placement is subject to acceptance by the TSX Venture Exchange. The proceeds raised from the private placement will be used by the Company for commercial development of a post quantum computer blockchain and for general corporate purposes. All securities issued under the private placement will be subject to a hold period of four months and one day from the date of closing in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.
RGMP, with offices in Vancouver, British Columbia, will act as exclusive agent to sell the Units on a commercially reasonable efforts basis. In consideration for the services of RGMP, RGMP will receive: (i) a cash commission equal to 8% of the gross proceeds raised; (ii) compensation options to acquire that number of Units as is equal to 8% of the total number of Units sold under the offering, exercisable at a per Unit price of $0.10 for a period of 24 months from the date of closing of the offering; (iii) a corporate finance fee of $20,000; and (iv) reimbursement, whether or not the offering closes, for actual and reasonable expenses incurred by RGMP in connection with the offering, including the reasonable fees and disbursements of counsel for RGMP.
Further, for a period of one year from the date of closing of the offering, the Company has granted RGMP the exclusive right and opportunity to lead any offering of securities by the Company to be issued and sold to the public in Canada by private placement or public offering or to provide professional, sponsorship or advisory services performed (or normally performed) by a broker or investment dealer.
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Neither TSX Venture Exchange (“TSX-V”) 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.
Cautionary Note Regarding Forward-looking Statements.
Certain statements in this news release may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this news release, such statements use such words as “may”, “will”, “expect”, “believe”, “plan”, “intend”, “are confident” and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under “Risk and Uncertainties” in the company’s Management`s Discussion and Analysis document filed on SEDAR. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions, the company cannot assure investors that actual results will be consistent with these forward looking statements. These forward-looking statements are made as of the date of this news release, and the company assumes no obligation to update or revise them to reflect new events or circumstances.