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Calgary, Canada - TheNewswire – September 29, 2021 – DeepMarkit Corp., (“DeepMarkit" or the "Company") (TSXV:MKT) announces the closing of the first tranche of its previously announced (September 14, 2021) private placement.
The non-brokered private placement (the "Private Placement") consisted of 3,414,635 Units (the "Units") at a price of CAD $0.205 per Unit for gross proceeds of $700,000. Each Unit comprises one common share and one common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of DeepMarkit at an exercise price of CAD $0.75 for a period of two (2) years from the date of issuance of the Units.
The Company expects to complete the second and final closing of the Private Placement on or before October 8, 2021.
Completion of the private placement is subject to regulatory approval, including approval of the TSX Venture Exchange Inc. (the "Exchange”). All shares and warrants issued pursuant to the Private Placement, and any shares issued in connection with the exercise of warrants, will be subject to a four month hold period expiring on January 30, 2022, in accordance with the policies of the Exchange and applicable securities laws.
Aggregate finder’s fees of $5,381.25 in cash were paid to PI Financial Corp. in connection with the Private Placement. The finder’s fees represented 7% of the applicable subscription amounts.
Certain officers and a director of the Company subscribed for an aggregate of 287,293 Units pursuant to the Private Placement, for total aggregate proceeds of $58,895.07. As a result of this insider participation, the Private Placement constitutes a related-party transaction as defined under Multilateral Instrument 61-101 ("MI 61-101"). Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as it was a distribution of securities for cash and neither the fair market value of the Units distributed to, nor the consideration received from, interested parties exceeded $2,500,000.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Company were not settled until shortly prior to the first closing of the Private Placement and the Company wished to close on an expedited basis for business reasons.
The net proceeds from the Private Placement will be used to fund continued business operations of the Company and the Company's continued search for complementary business opportunities.
As previously announced by the Company on September 14, 2021, the Company has entered into an agreement with 1323552 BC Ltd., a private company controlled by Ranjeet Sundher, a director and founder of the company, to convert up to $2,700,000 of 12% Secured Participating Debentures (including accrued interest of up to $700,000) at a conversion price of $0.205 per common share, resulting in the issuance of up to 13,170,731 common shares (the "Debenture Conversion"). In addition, the Company has entered into an agreement with Ranjeet Sundher to convert up to $40,000 of debt owed personally to Mr. Sundher at the same conversion price resulting in up to an additional 195,121 common shares (together with the Debenture Conversion, the "Debt Conversion"). The Debt Conversion constitutes a related-party transaction under MI 61-101 and is subject to minority shareholder approval, as well as approval from the Exchange (including with respect to the creation of a new control person). The Company has scheduled an Annual General and Special Meeting of Shareholders on October 29, 2021 (the "Meeting"), where shareholders will be asked to consider and, if thought fit, approve, among other things, the related-party transaction pursuant to MI 61-101 and the creation of a new control person pursuant to Exchange policies. Readers are referred to the news release of the Company dated September 14, 2021 for more information about the Debt Conversion and the Meeting.
About DeepMarkit
DeepMarkit is a technology company focused on creating new tools and technologies to aid businesses in sales development and increasing profitability.
DeepMarkit’s Common Shares are listed on the TSX Venture Exchange, symbol MKT.
For more information, please contact:
President & CEO
Darold H. Parken
Tel: 403-537-0067
Email: [email protected]
Neither the TSX Venture Exchange 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 news release.
CAUTIONARY STATEMENT
Statements in this press release may contain forward-looking information, including statements with respect to receiving regulatory approval for the Private Placement and Debenture Conversion, and the anticipated use of proceeds from the Private Placement. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking 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 DeepMarkit. Factors that could cause the actual results to differ materially from those in forward-looking statements include, but are not limited to, failure to obtain necessary shareholder and regulatory approvals required for the Private Placement, or failure to obtain approval for the Debt Conversion and the creation of a new control person. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this press release are made as of the date of this press release and DeepMarkit does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.
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