AI News: VSBLTY (CSE: $VSBY.C)
(OTC: $VSBGF) Announces Closing of Convertible Debenture Offering
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
Philadelphia,
PA - July 19, 2019 (Investorideas.com Newswire) VSBLTY Groupe Technologies
Corp. (CSE:
VSBY)
(5VS.F) (VSBGF)
("VSBLTY" or the "Company") is pleased to announce that it
has closed a non-brokered private placement offering of convertible debenture
("Debentures") for gross proceeds of CAD $745,500 (the
"Offering").
Read this in full
at https://www.investorideas.com/CO/VSBY/news/2019/07191ConvertibleDebenture.asp
The
Debentures bear interest at 10% per annum on an accrual basis, calculated and
payable semi-annually, maturing on July 18, 2021 (the "Maturity
Date") that is 24 months from the date of issuance on July 18, 2019 (the
"Closing Date").
The
Debentures, together with any interest accrued but unpaid, may be convertible,
in whole or in part, at any time before the Maturity Date, into units of the
Company (each, a "Unit") at $0.45 per Unit, if converted at any time
before one year from the Closing Date, or otherwise convertible at $0.60 per
Unit if converted after one year from the Closing Date but before the Maturity
Date.
Each
Unit consists of one common share in the capital of the Company (a
"Share") and one-half of a Share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant will be exercisable into one
Share (each a, "Warrant Share") at a price of $0.60 per Warrant Share
for a period of 24 months from the Closing Date, subject to acceleration. The
Company may exercise its warrant acceleration right, if on any ten consecutive
trading days, beginning on the date that is four months and one day following
the Closing Date, the closing price of the Company's Shares on the CSE is
greater than $1.00 per Share. If the Company exercises its warrant acceleration
right, the new expiry date of the Warrants will be the 30th day following the
notice of such exercise.
The
net proceeds from the Offering will be used for acquisitions and general and
corporate working capital purposes.
The
Debentures are subject to a statutory four month and one day hold period, which
expires on November 19, 2019.
Guy
Lombardo, a director of the Company, and Jay Hutton, the CEO and a director of
the Company, purchased Debentures in the principal amounts of $327,500 and
$25,000, respectively, under the Offering. These purchases each constituted a
"related party transaction" within the meaning of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). These issuances to insiders are exempt
from the formal valuation and the minority shareholder approval requirements of
MI 61-101 as the fair market value of the Debentures issued to or the
consideration paid by such person did not exceed 25% of the Company's market
capitalization.
In
accordance with the terms of a merger agreement dated December 12, 2018 between
the Company, VSBLTY Merger Co. and VSBLTY Inc., common shares in the capital of
VSBLTY issued to former VSBLTY, Inc. shareholders and former holders of VSBLTY,
Inc. debentures are subject to voluntary hold periods. The Company has received
commitments from approximately 82% of such shareholders to extend the voluntary
hold periods for a period of three months.
The
Company is not proceeding with the unit offering it previously announced on May
8, 2019.
The
securities referred to in this news release have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This release does not constitute an
offer for sale of, nor a solicitation for offers to buy, any securities in the
United States. Any public offering of securities in the United States must be
made by means of a prospectus containing detailed information about the issuer
and its management, as well as financial statements.
On
Behalf of the Board of VSBLTY Groupe Technologies Inc.
"Jay
Hutton"
CEO
& Director
Headquartered
in Philadelphia, VSBLTY (CSE: VSBY) (Frankfurt: 5VS) (OTCBB:VSBGF) is the world
leader in Proactive Digital Display™, which transforms retail and public spaces
as well as place-based media networks with SaaS-based audience measurement and
security software that uses artificial intelligence and machine learning.
The
CSE does not accept responsibility for the adequacy or accuracy of this
release.
FORWARD
LOOKING STATEMENT
This
news release contains forward-looking statements, including statements
regarding the attributes of the securities to be offered and sold by the
Company, the proposed use of the net proceeds of the Offering, the closing date
of the Offering and the future price of the Shares on the Canadian Securities
Exchange, 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.
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, and which are described in the
Company's public filings available under its profile at www.sedar.com. 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 does not intend to update any of the
included forward-looking statements except as required by Canadian securities
laws.
VSBLTY
Groupe Technologies Corp. (CSE: VSBY) is a featured Tech / AI stock on
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