/THIS NEWS RELEASE IS NOT FOR
DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN
THE UNITED
STATES./
VANCOUVER, Nov. 9, 2017 /CNW/ - 3TL Technologies
Corp. (TSXV:TTM) (the "Company"), announces that it
will proceed with a non-brokered private placement of up to
11,904,762 units of the Company (the "Units") at
$0.105 per Unit for gross proceeds of
up to $1,250,000 (the
"Offering"). The Company reserves the right to
increase the Offering by 2,380,953 Units for total gross proceeds
of $1,500,000.
Each Unit will consist 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
entitle the holder to purchase one additional common share in the
capital of the Company (a "Warrant Share") at a price of
$0.20 per Warrant Share for a period
of two years from the closing of the Offering.
The Company will be entitled to accelerate the expiry date of
the Warrants to the date that is 30 days following the date a news
release is issued announcing the accelerated expiry date in the
event that the volume weighted average price of the Shares has been
greater than $0.40 for any ten
consecutive trading days after four months and one day after
closing of the Offering.
The Company intends to complete a portion of the Offering
pursuant to Multilateral CSA Notice 45-318 Prospectus Exemption for
Certain Distributions through an Investment Dealer ("CSA
45-318") and the corresponding instruments, orders and rules
implementing CSA 45-318 in the participating jurisdictions
(collectively with CSA 45-318, the "Investment Dealer
Exemption"). In addition to conducting the Offering
pursuant to the Investment Dealer Exemption, the Company will also
accept subscriptions for Units where other prospectus exemptions
are available.
In accordance with the Investment Dealer exemption, the Company
advises that, as at the date hereof, there is no material fact or
material change in respect of the Company that has not been
generally disclosed.
The net proceeds of the Offering will be used for sales and
marketing and for working capital.
The Company may pay a commission to eligible finders in the
amounts permitted by the TSX Venture Exchange (the
"Exchange"). Closing of the Offering is subject to a
number of conditions, including receipt of all necessary corporate
and regulatory approvals, including the Exchange. All
securities issued in connection with the Offering will be subject
to a statutory hold period of four months plus a day from the date
of issuance in accordance with the policies of Exchange and
applicable securities legislation.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described in
this news release in the United
States. Such 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 any state securities
laws, and, accordingly, may not be offered or sold within
the United States, or to or for
the account or benefit of persons in the
United States or "U.S. Persons", as such term is defined in
Regulation S promulgated 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 3TL Technologies Corp.
Platform³ is a Software as a Service (SaaS) consumer marketing
platform. It enables Consumer Packaged Goods (CPG) companies and
consumer brands to engage shoppers through their mobile device and
influence their purchasing decisions. Platform³ encompasses
proprietary consumer engagement strategies and technology modules
including optical character recognition (purchase receipt
scanning), digital promotions, purchase data mining, loyalty and
rewards. CPG companies and major retail brands use Platform³
to influence and incentivize shoppers to interact with their brand
and make purchases in-store and online.
For more information, visit 3tltechcorp.com. For additional
information about the company please visit www.sedar.com.
This news release contains forward-looking information, which
involves known and unknown risks, uncertainties and other factors
that may cause actual events to differ materially from current
expectation. Important factors - including the availability of
funds and the results of financing efforts, - that could cause
actual results to differ materially from the Company's expectations
are disclosed in the Company's documents filed from time to time on
SEDAR (see www.sedar.com). Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. The Company disclaims any
intention or obligation, except to the extent required by law, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Neither 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 release.
SOURCE 3tl Technologies Corp.