/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, March 6, 2024 /CNW/ - Nanalysis
Scientific Corp. (TSXV: NSCI) (the "Company" or
"Nanalysis Scientific") is pleased to announce a best
efforts prospectus exempt offering (the "Offering") of up to
11,111,111 units (the "Units") of the Company at a
price of $0.45 per Unit (the
"Issue Price") for gross proceeds of up to $5,000,000, pursuant to the listed issuer
financing exemption available under Part 5A of National Instrument
45-106 – Prospectus Exemptions ("NI 45-106"). There
is an offering document relating to the Offering that can be
accessed under the Company's profile at www.sedarplus.ca and at
www.nanalysis.com. Prospective investors should read this
offering document before making an investment decision.
Each Unit will consist of one common share of the Company (each
a "Common Share") and one-half of one common share purchase
warrant of the Company (each full warrant, a "Warrant" and
collectively the "Warrants"). Each Warrant will be
exercisable at $0.65 for a period of
24 months following the closing date of the Offering, provided
that if the volume weighted average trading price of the Common
Shares on the TSX Venture Exchange is at least $1.20 per Common Share for a period of ten
consecutive trading days (the "Triggering Event"), the
expiry date of the Warrants may be accelerated by the Company to a
date that is not less than 30 days after the later of: (i) the date
that notice of such acceleration is provided to the Warrant
holders; and (ii) the date of issuance of a press release
disclosing the occurrence of the Triggering Event.
The Offering will be conducted by Echelon Wealth Partners Inc.
("Echelon") as co-lead agent and sole bookrunner alongside
Canaccord Genuity as co-lead, with a syndicate of agents, (together
with Echelon, the "Agents"), and is subject to customary
closing conditions, including the approval of the securities
regulatory authorities and the TSX Venture Exchange.
The Company will also be simultaneously conducting a concurrent
brokered "best efforts" prospectus exempt offering of Units of the
Company, on the same terms as the Offering, for gross proceeds of
up to approximately $1,000,000 by way
of a private placement. The Units, including all underlying
securities thereof, will be subject to a 4-month hold period as set
out in National Instrument 45-102 – Resale of Securities
(the "Concurrent Offering").
The net proceeds of the Offering and Concurrent Offering will be
used for expanding the Company's security services business,
working capital including repayment of all or a portion of the
Company's operating facility and general corporate purposes.
The Offering and Concurrent Offering are expected to close
on or about March 20, 2024, or such
other date as may be agreed upon by the Company and the Agents, and
completion of the Offering and Concurrent Offering is subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals, including the approval of the TSX Venture
Exchange.
Certain insiders of the Company may participate in the
Concurrent Offering. Such participation would be considered a
related party transaction within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The related party
transaction is expected to be exempt from minority approval and
valuation requirements pursuant to the exemptions contained in
Section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair
market value of the securities to be issued under the Concurrent
Offering nor the consideration to be paid by insiders will exceed
25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
the securities laws of any state of the
United States and may not be offered or sold within
the United States (as defined in
Regulation S under the U.S. Securities Act) unless registered under
the U.S. Securities Act and applicable state securities laws or
pursuant to an exemption from such registration
requirements.
About Nanalysis Scientific Corp.
(TSXV: NSCI , OTCQX: NSCIF, FRA: 1N1)
Nanalysis trades on the TSX Venture Exchange (TSXV) with ticker
symbol ' NSCI ', Over the Counter (OTC) under the ticker symbol '
NSCIF ', and on the Frankfurt Exchange (FRA) under the symbol ' 1N1
'.
Nanalysis operates two primary businesses: Scientific Equipment
and Security Services. Within its Scientific Equipment business is
what the Company terms "MRI and NMR for industry". The Company
develops and manufactures portable Nuclear Magnetic Resonance (NMR)
spectrometers or analyzers for laboratory and industrial markets.
The NMReady-60™ was the first full-feature portable NMR
spectrometer in a single compact enclosure requiring no liquid
helium or any other cryogens. The Company has followed-up that
initial offering with new products and continues to have a strong
innovation pipeline. In 2020, the Company announced the launch of
its 100MHz device, the most powerful and most advanced compact NMR
device ever brought to market.
The Company's devices are used in many industries (oil and gas,
chemical, mining, pharma, biotech, flavor and fragrances,
agrochemicals, law enforcement, and more) as well as numerous
government and university research labs around the world. The
Company continues to exploit new global market opportunities
independently and with partners. With its partners, the
Company provides scientific equipment sales and maintenance
services globally.
In 2022, through its subsidiary KPrime, the Company was awarded
a five-year, $160 million contract
with the Government of Canada to
provide maintenance services for passenger screening equipment in
Canadian airports. This has resulted in the expansion of the
Company's Security Services business. The Company is
providing airport security equipment maintenance services for the
Government of Canada in each
province and territory of Canada. In addition, the Company
provides commercial security equipment installation and maintenance
services to a variety of customers in North America.
Forward-Looking
Information
This news release contains certain "forward-looking statements"
within the meaning of such statements under applicable securities
law relating to: the use of net proceeds of the Offering and the
Concurrent Offering, regulatory approval for the Offering and the
Concurrent Offering, including TSXV Venture Exchange approval,
insider participation in the Concurrent Offering, the closing date
of the Offering and Concurrent Offering and other matters ancillary
or incidental to the foregoing. Forward-looking statements are
frequently characterized by words such as "anticipates", "plan",
"continue", "expect", "project", "intend", "believe", "anticipate",
"estimate", "may", "will", "potential", "proposed", "positioned"
and other similar words, or statements that certain events or
conditions "may" or "will" occur. These statements are only
predictions. Various assumptions were used in drawing the
conclusions or making the projections contained in the
forward-looking statements throughout this news release.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements. The Company is
under no obligation, and expressly disclaims any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services
Provider accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Nanalysis Scientific Corp.