VANCOUVER, BC / ACCESSWIRE / November 30, 2023 / CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) (the "Corporation") is pleased to announce that it intends to complete a non-brokered private placement of up to 3,333,333 units (each, a "Unit") at a price of $0.75 per Unit for gross proceeds of up to $2,500,000 (the "Private Placement"). Each Unit will consist of one common share in the capital of the Corporation (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $1.25 for a period of 12 months following the issuance of the Units. The Corporation will use the gross proceeds of the Private Placement to fund pending investment commitments, to repay part of the amount owing to Kings Chapel International Limited and for working capital purposes.
Certain directors and officers of the Corporation are expected to participate in the Private Placement. As a result, the Private Placement is expected to be a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement will be exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI-61-101 because the Common Shares are listed only on the TSX Venture Exchange (the "TSXV") and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 because neither the fair market value of the Units to be issued to related parties nor the consideration to be paid by related parties pursuant to the Private Placement is expected to exceed 25% of the Corporation's market capitalization as determined in accordance with MI 61-101.
Closing of the Private Placement is subject to the Corporation obtaining all necessary corporate and regulatory approvals, including approval of the TSXV. All securities issued to Canadian investors in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada. The Corporation may pay finders' fees in connection with a Private Placement and in accordance with the policies of the TSX Venture Exchange.
Good to see Cotec are still getting $0.75 for the warrants with attached warrants @ $1.25