/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
MONTREAL, QC, Feb. 17,
2022 /CNW/ - (TSXV: VOTI) VOTI Detection Inc.
(the "Company" or "VOTI") is pleased to announce its
intention to complete a brokered private placement on a
commercially reasonable efforts basis for gross proceeds of up to
approximately C$4,000,000 (the
"Offering"). The Offering will be led by Echelon Wealth
Partners Inc. as lead agent and sole bookrunner (the
"Agent").
The Offering will consist of up to 19,047,620 units of the
Company (each, a "Unit", and collectively the
"Units") at a price of C$0.21
per Unit (the "Offering Price"). Each Unit consists of one
Common Share (each, a "Common Share", and collectively the
"Common Shares") and one-half of one Common Share purchase
warrant (each whole warrant, a "Warrant" and collectively
the "Warrants"). Each Warrant entitles the holder thereof to
acquire one Common Share at a price of C$0.27 per Common Share for a period of 24 months
from the closing date of the Offering. The Company will apply
to list the Common Shares (including the Common Shares underlying
the Warrants and the broker warrants (as described below)) on the
TSX Venture Exchange ("TSXV") upon closing of the Offering.
Upon expiry of the Hold Period (as defined below) and subject to
the Company meeting the listing requirements of the TSXV, the
Company shall also use commercially reasonable efforts to seek a
listing of the Warrants on the TSXV. However, there is no assurance
or guarantee that the Company will be able to obtain a listing of
the Warrants, nor that the TSXV will accept the Warrants for
listing and trading, and the Offering is not conditional on the
Warrants being conditionally approved for listing on the TSXV.
The Company will use the net proceeds of the Offering for sales,
marketing, general corporate and working capital purposes.
The Company will pay a cash commission to the Agent equal to
8.0% of the aggregate gross proceeds of the Offering (3.0% from the
sale of Units to purchasers identified on the Company's president's
list) and will issue broker warrants equal to 8.0% of the number of
Units sold under the Offering (3.0% of the number of Units from the
sale of Units to purchasers identified on the Company's president's
list), each exercisable to acquire one Common Share at the Offering
Price for a period of 24 months from the closing date of the
Offering.
Closing of the Offering is expected to occur on or about
March 8, 2022.
The Units will be offered and sold by private placement in
Canada to "accredited investors"
within the meaning of National Instrument 45-106 – Prospectus
Exemptions and other exempt purchasers in each province of
Canada, and may be sold outside of
Canada on a basis which does not
require the qualification or registration of any of the Common
Shares or the Warrants comprising the Units in the subscriber's
jurisdiction. The Company may also concurrently offer and sell
Units outside of Canada on a
non-brokered, unregistered private placement basis to a limited
number of "accredited investors" (as defined in Regulation D under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act")) with whom the Company has substantive
pre-existing relationships, in reliance on exemptions from the
registration requirements of the U.S. Securities Act and applicable
state securities laws or in other jurisdictions where permitted by
law. The securities issued in the Offering will be subject to
applicable hold periods imposed under applicable securities
legislation, including a hold period of 4 months and one day from
the date of issuance (the "Hold Period").
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. Such securities have not been, and will not be,
registered under 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 VOTI Detection
VOTI, headquartered in, and listed on the TSX Venture Exchange,
is a leading-edge Canadian technology company that develops
latest-generation X-ray security systems based on 3D Perspective™
technology. VOTI's technology produces remarkably sharp and more
revealing X-ray images that are competitively superior while
delivering enhanced threat detection capabilities and an improved
user experience. Since its inception, VOTI has installed scanners
in more than 50 countries and has consulted heavily with government
agencies and security specialists worldwide to develop feature-rich
and easy-to-use scanners that meet the sophisticated needs of
modern security screening operations. www.votidetection.com
Legal Disclaimer
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.
Forward-Looking Statements
This release includes forward-looking information and
forward-looking statements within the meaning of Canadian
securities laws regarding VOTI and its business, including, without
limitation, with respect to the completion of the Offering, the
expected timing therefor, the expected use of proceeds of the
Offering and the listing of the Warrants on the TSXV following the
expiry of the Hold Period. Often, but not always, forward-looking
information can be identified by the use of words such as "plans",
"is expected", "expects", "scheduled", "intends", "contemplates",
"anticipates", "believes", "proposes" or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Such statements are based
on the current expectations of the management of VOTI, and are
based on assumptions and subject to risks and uncertainties.
Although the management of VOTI believes that the assumptions
underlying these statements are reasonable, they may prove to be
incorrect. The forward-looking events and circumstances discussed
in this release may not occur by certain specified dates or at all
and could differ materially as a result of known and unknown risk
factors and uncertainties affecting the company, including risks
regarding the threat detection technology industry, failure to
obtain regulatory approvals, economic factors, management's ability
to manage and to operate the business of VOTI, the equity markets
generally and risks associated with growth and competition.
Although VOTI has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results to differ from
those anticipated, estimated or intended. Accordingly, readers
should not place undue reliance on any forward-looking statements
or information. No forward-looking statement can be guaranteed.
Except as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and
VOTI does not undertake any obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events, or otherwise. In addition, the current
situation and future developments with respect to the COVID-19
pandemic could cause certain of the assumptions and information set
forth herein or the fact that on which such assumptions are based
to differ materially from previous expectations including in
respect of demand for our products, supply chain and availability
of materials, mobility and shipping of materials and or products,
access to debt and equity capital and other factors identified in
VOTI's most recently filed management's discussion and analysis and
in other publicly filed documents under VOTI's profile on SEDAR at
www.sedar.com, as well as other unknown risks.
SOURCE VOTI Detection Inc.