OTTAWA, ONTARIO–(Marketwired – March 14, 2017) – Percy Street Capital Corporation (“Percy Street” or the “Corporation”) (TSX VENTURE:PSC.P), a capital pool company, announces today that it is expanding the concurrent brokered private placement previously announced on December 13, 2016 (the “Financing”) to include existing shareholders and qualified subscribers who have been advised by investment dealers (the “Exemptions”). The Financing is part of the Corporation’s Qualifying Transaction, previously announced on December 13, 2016 to acquire all of the issued and outstanding common shares in the capital of Bonne O Holdings Inc (“Bonne O”).
Percy Street has engaged Industrial Alliance Securities Inc. to act as lead agent and sole bookrunner for the Financing. Funds raised from subscribers relying on the Exemptions set out herein shall not exceed gross proceeds of up to $4,000,000, inclusive of any funds raised pursuant to the previously announced financing and the issuance of up to 12,212,121 units (the “Units”) of the Corporation. Each Unit will be issued at a price of $0.33 per Unit and will consist of one common share of the Corporation after the completion of the Qualifying Transaction (the “Resulting Issuer Share”) and one-half of one Resulting Issuer Share purchase warrant (the “Warrants”). Each whole Warrant will entitle the holder to acquire one additional Resulting Issuer Share at an exercise price of $0.45 for a period of twenty-four (24) months following the Closing Date.
Under the terms of the engagement, the Agent will be entitled to a cash commission on Closing equal to 7.5% of the gross proceeds arising from the Financing and options exercisable at any time for the twenty-four (24) month period following closing of the Financing to purchase Resulting Issuer Shares in an amount equal to 7.5% of the number of Units sold in connection with the Offering at a price of $0.33 per share.
The Financing is being offered to all of the existing shareholders of the Corporation who are permitted to subscribe pursuant to the Existing Shareholder Exemption. This offer is open until March 14, 2018 or such other date or dates as the Corporation determines and one or more closings are expected to occur. Any existing shareholders interested in participating in the Financing should contact the Corporation pursuant to the contact information set forth below.
The Corporation has set December 12, 2016 as the record date for the purpose of determining existing shareholders entitled to subscribe for Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Corporation and still are a shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
As the Corporation is also relying on the Exemption for Sales to Purchasers Advised by Investment Dealers, it confirms that there is no material fact or material change related to the Corporation which has not been generally disclosed. In addition to offering the Units pursuant to the Existing Shareholder Exemption and to the Exemption for Sales to Purchasers Advised by Investment Dealers, the Units are also being offered pursuant to other available prospectus exemptions, including sales to accredited investors. Unless the Corporation determines to increase the gross proceeds of the Financing, if subscriptions received for the Financing based on all available exemptions exceed the maximum Financing amount of $4,000,000, Units will be allocated pro rata among all subscribers qualifying under all available exemptions.
Completion of the Financing is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The Resulting Issuer Shares and Warrants issued will be subject to a four month hold period from the date of the closing of the Financing.
It is expected that insiders of the Corporation will participate in the Financing.
The proceeds from the Financing will be allocated towards working capital and meeting TSXV Initial Listing Requirements ($2,100,000), marketing ($1,000,000) and engineering, testing, tooling and production of Bonne O’s new consumer products ($900,000) in the period following the Closing of the Qualifying Transaction. Completion of the Financing is subject to Completion of the Qualifying Transaction, regulatory approval, including acceptance and approval of the TSX Venture Exchange.
Neither the 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 news release.
This news release may contain certain forward-looking information and statements, including without limitation, the closing of the private placement, statements pertaining to the use of proceeds, and the Corporation’s ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation’s disclosure documents on the SEDAR website at www.sedar.com. The Corporation does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Chief Executive Officer