/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
MONTREAL, March 7, 2022 /CNW Telbec/ - (TSXV: VOTI)
VOTI Detection Inc. (the "Company" or "VOTI") is
pleased to announce certain changes to the terms of the brokered
private placement for gross proceeds of up to approximately
CAD$4,000,000 that was previously
announced on February 17, 2022 (the
"Offering"). The Offering Price (as defined below) is being
lowered to CAD$0.15, the exercise
price of the Warrants (as defined below) is being lowered to
CAD$0.20 per Common Share (as defined
below), and the term of the Warrants is being extended to 36 months
from the closing date of the Offering. Other than these amendments,
the other terms of the Offering, the Units and the Warrants remain
unchanged.
The Offering is being led by Echelon Wealth Partners Inc., as
sole agent and bookrunner (the "Agent").
Following the amendment to the terms, the Offering will consist
of up to 26,666,700 units of the Company (each, a "Unit",
and collectively the "Units") at a price of CAD$0.15 per Unit (the "Offering Price").
Each Unit consists of one common share of the Company (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 CAD$0.20 per Common Share for a period of 36
months from the closing date of the Offering.
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 36 months from the closing date of the
Offering.
Closing of the Offering is expected to occur on or about
March 17, 2022, and remains subject
to the approval of the TSX Venture Exchange and other approvals and
conditions typical for an offering of this nature.
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.
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 Statement
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 and the
expected timing therefor, and the expected use of proceeds of the
Offering. 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.