/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, March 10, 2022 /CNW/ - Patriot One Technologies
Inc. (TSX: PAT) (OTCQX: PTOTF) (FRANKFURT: 0PL) ("Patriot One" or the
"Company") is pleased to announce that it has entered into
an engagement letter with Echelon Wealth Partners Inc. (the
"Agent"), pursuant to which the Agent has agreed to conduct
a marketed public offering of units (the "Units") on a
commercially reasonable efforts basis for aggregate gross proceeds
to the Company of up to $10 million
(the "Offering"). The Unit terms and price of the Offering
will be determined in the context of the market. 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 Company has granted the Agent an option (the
"Over-Allotment Option") to increase the size of the
Offering by up to 15%, exercisable in whole or in part at any time,
for a period of 30 days after and including the Closing Date (as
defined herein).
The Units will be offered by way of a prospectus supplement to
the Company's short form base shelf prospectus dated January 5, 2022 to be filed in all provinces and
territories of Canada except
Québec. The Units may also be offered in the United States on a private placement basis
pursuant to applicable exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended (the "1933 Act") and applicable state securities
laws, and in other offshore jurisdictions provided that no
prospectus filing or comparable obligation arises. The Offering is
expected to close on or about March 17,
2022 (the "Closing Date") and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and stock exchange approvals, including the
approval of the Toronto Stock Exchange (the "TSX") and the
applicable securities regulatory authorities.
In connection with the Offering, the Company has agreed to issue
or pay to the Agent: (i) a cash commission equal to 7.0% of the
aggregate gross proceeds of the Offering (including any gross
proceeds raised on exercise of the Over-Allotment Option), other
than in respect of gross proceeds raised from purchasers on the
president's list, for which the Agent will receive a commission
equal to 3.5%; and (ii) an aggregate number of agent's warrants
(the "Agent's Warrants") equal to 7.0% of the aggregate
number of Units issued pursuant to the Offering (including any
Units issued upon exercise of the Over-Allotment Option), other
than in respect of Units sold to purchasers on the president's
list, for which the Agent will receive Agent's Warrants equal to
3.5%.
Patriot One intends to use the proceeds of the Offering for
working capital and general corporate purposes.
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. The securities being
offered have not been, nor will they be, registered under the 1933
Act and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S.
persons absent registration or an applicable exemption from the
registration requirements of the 1933 Act, and applicable state
securities laws.
ON BEHALF OF THE BOARD OF PATRIOT ONE TECHNOLOGIES
INC.
Peter Evans
Chief Executive Officer and Director
About Patriot One
Patriot One makes unobtrusive, artificial intelligence
(AI)-driven weapons and threat detection systems that enable
arenas, casinos, schools, theaters and other businesses to provide
unprecedented safety while also improving the patron experience.
The company's Multi-Sensor Gateway enables companies to covertly
screen for weapons at points of entry without disrupting the flow
of traffic, and its AI-based Video Recognition Software enables
venue and building operators to identify weapons and other threats
inside and outside of facilities, while also providing valuable
intelligence for optimizing operations. Follow us on
Twitter @patriot1tech.
Forward Looking Statements
This news release contains forward-looking statements within the
meaning of applicable securities laws. All statements that are not
historical facts, including without limitation, statements
regarding future estimates, plans, programs, forecasts,
projections, objectives, assumptions, expectations or beliefs of
future performance, are "forward-looking statements".
Forward-looking statements can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected",
"estimates", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
events or developments to be materially different from any future
results, events or developments expressed or implied by such
forward looking statements. Such risks and uncertainties include,
among others, the Company's limited operating history and lack of
historical profits; risks related to the Company's business and
financial position; fluctuations in the market price of the Common
Shares; that the Company may not be able to accurately predict its
rate of growth and profitability; risks related to the COVID-19
pandemic and its impact on the Company, economic conditions, and
global markets; the failure of the Company and/or the Agent to
satisfy closing conditions to the Offering; the failure of the
Company to satisfy certain TSX listing requirements; the failure of
the Company to use any of the proceeds received from the Offering
in a manner consistent with current expectations; reliance on
management; the Company's requirements for additional financing,
and the effect of capital market conditions and other factors on
capital availability; competition, including from more established
or better financed competitors; and the need to secure and maintain
corporate alliances and partnerships, including with research and
development institutions, clients and suppliers. These factors
should be considered carefully, and readers are cautioned not to
place undue reliance on such forward-looking statements. Although
the Company has attempted to identify important risk factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other risk factors that cause actions, events or results to differ
from those anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in forward-looking statements.
The Company has no obligation to update any forward looking
statement, even if new information becomes available as a result of
future events, new information or for any other reason except as
required by law.
SOURCE Patriot One Technologies Inc.