/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
MONTREAL, Feb. 17, 2021 /CNW/ - D-BOX Technologies
Inc. ("D-BOX") (TSX: DBO), a world leader in haptic and immersive
entertainment, announced today that it has filed a preliminary
short form prospectus with the securities regulatory authorities in
each of the provinces of Canada in
connection with a marketed offering (the "Offering") of units (the
"Units") through a syndicate of underwriters led by Canaccord
Genuity Corp., acting as the lead underwriter and sole bookrunner,
and including Echelon Wealth Partners Inc. and iA Private Wealth
Inc. (the "Underwriters"). Each Unit consists of one Class A
common shares of D-BOX and one Class A common share purchase
warrant (a "Warrant"). Each Warrant will entitle its holder to
purchase one Class A common share of D-BOX for a period of 24
months following closing of the Offering.
The number of Units to be distributed under the Offering, the
price per Unit (the "Offering Price"), the exercise price of
the Warrants and other final terms of the Offering will be
determined by D-BOX and the Underwriters upon the pricing of the
Offering, at the time of entering into an underwriting agreement
for the Offering. D-BOX will update the market and issue a press
release announcing the number of Units to be distributed under the
Offering as well as the price per Unit once such terms have been
determined.
It is expected that the Underwriters will be granted an option,
exercisable at any time up to 30 days following the closing of the
Offering, to purchase at the Offering Price up to an additional 15%
of the Units sold pursuant to the Offering.
The Offering is expected to close in early March 2021. Completion of the Offering will be
subject to certain customary conditions including, but not limited
to, the receipt of all necessary regulatory approvals, including
the approval of the Toronto Stock Exchange.
The net proceeds from the Offering are expected to be used for
growth initiatives, to provide additional working capital and for
general corporate purposes.
The Offering is subject to market conditions, and there can be
no assurance as to whether or when the Offering may be completed,
or as to the actual size or terms of the Offering.
The securities described herein 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 in the United States absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
A preliminary short form prospectus containing important
information relating to the Units has been filed with securities
regulatory authorities in each of the provinces of Canada. The preliminary short form prospectus
is subject to completion or amendment. Copies of the preliminary
short form prospectus may be obtained from the Underwriters via
email at ecm@cgf.com. A copy of the preliminary short form
prospectus can also be obtained under the corporate profile of
D-BOX on SEDAR at www.sedar.com. There will not be any sale or any
acceptance of an offer to buy the Units until a receipt for the
final short form prospectus has been issued.
ABOUT D-BOX
D-BOX creates and redefines realistic, immersive entertainment
experiences by moving the body and sparking the imagination through
motion. D-BOX has collaborated with some of the best companies in
the world to deliver new ways to enhance great stories. Whether
it's movies, video games, virtual reality applications, themed
entertainment or professional simulation, D-BOX creates a feeling
of presence that makes life resonate like never before. D-BOX
Technologies Inc. (TSX: DBO) is headquartered in Montreal with offices in Los Angeles, USA and Beijing,
China. Visit D-BOX.com.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and
forward-looking information, or, collectively, forward-looking
statements, within the meaning of applicable securities laws, that
are based on the management of D-BOX beliefs and assumptions and on
information currently available to the management of D-BOX. You can
identify forward-looking statements by terms such as "may", "will",
"should", "could", "would", "outlook", "believe", "plan",
"envisage", "anticipate", "expect" and "estimate", or the negatives
of these terms, or variations of them. The forward-looking
statements contained in this press release include, but are not
limited to, statements regarding the offer and sale of Units, the
expected form and terms of the Offering, the entering into of the
underwriting agreement, the use of proceeds from the Offering, the
grant to the Underwriters of the Over-Allotment Option, the timing
regarding the closing date of the Offering, and the listing of the
Class A common shares and Warrants on the Toronto Stock
Exchange.
Forward-looking statements are based upon a number of
assumptions and include, but are not limited to, the following: the
Covid-19 pandemic will have limited adverse effect on the Offering
and the timelines to close the Offering, the proceeds from the
Offering will be allocated for the activities set forth herein and
D-BOX will have enough funds to carry out its business plan.
Forward-looking statements are subject to a variety of risks and
uncertainties, many of which are beyond D-BOX's control, that could
cause its actual results to differ materially from those that are
disclosed in or implied by the forward-looking statements contained
in this press release. These risks and uncertainties include, among
others, the risk that the Offering does not close as a result of
certain events triggering the right of the Underwriters to exercise
their market out provisions, the Toronto Stock Exchange not listing
the additional Class A common shares and Warrants to be issued
under the Offering, and a resurgence in the Covid-19 pandemic
adversely affecting D-BOX's activities and those of its clients,
suppliers and third-party service providers.
We refer potential investors to the "Risk Factors" section of
the annual information form of D-BOX dated July 3, 2020 and
the preliminary short form prospectus, which are available under
D-BOX's profile on SEDAR at www.sedar.com, for additional risks
regarding the conduct of D-BOX's business and D-BOX. The reader is
cautioned to consider these and other risks and uncertainties
carefully and not to put undue reliance on forward-looking
statements.
Forward-looking statements reflect D-BOX'S current expectations
regarding future events and speak only as of the date of this press
release and D-BOX does not undertake any obligation to update or
revise the information contained in this press release, whether as
a result of new information, future events or circumstances or
otherwise, except as may be required by applicable law.
SOURCE D-BOX TECHNOLOGIES INC.