SYD raises 1.6 M Synodon Announces Closing of Non-Brokered Private Placement
EDMONTON, ALBERTA--(Marketwired - Dec. 11, 2015) -
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Synodon Inc. (the "Corporation") (TSX VENTURE:SYD), is pleased to announce the completion of its previously announced private placement of units (the "Units") at a price of $0.05 per Unit, for aggregate gross proceeds of $1,593,963.50 (the "Offering"). The Units are comprised of one Class A common share (the "Shares") and one Share purchase warrant (the "Warrants"). Each Warrant will entitle the holder to purchase one additional Share of the Corporation at a price of $0.065 per Share until December 11, 2018.
The Shares and Warrants comprising the Units are subject to a four month statutory hold period which expires on April 12, 2016.
In connection with the closing of the Offering, finder's fees totaling $29,200 were paid and 584,000 warrants, having terms the same as the Warrants, were issued in accordance with the policies of the TSX Venture Exchange. The proceeds will be used by the Corporation for general working capital.
A material change report was not filed 21 days in advance of the closing of the Offering on the basis that many of the subscriptions for the Offering were not available to the Corporation until shortly before the closing. The indirect and direct participation in the Offering by insiders of the Corporation constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). An insider of the Corporation subscribed for 100,000 Units, for $5,000, comprising 0.3% of the total amount raised in the Offering on the same basis as other participants.
Related party transactions are generally subject to the formal valuation and minority approval requirements set out in MI 61-101, unless exemptions are available. The distribution of an information circular to shareholders, the preparation and distribution of a formal valuation and the seeking of shareholder approval for, and in connection with, the insider's subscription are not required in the circumstances under MI 61-101, because the Corporation is relying on the exemptions set out in subsection 5.5(a) and paragraph 5.7(1)(a) of MI 61-101 from such requirements as the fair market value of the consideration for the securities of the Corporation to be issued to the insider does not exceed 25% of its market capitalization.
The Corporation is also pleased to announce that it has entered into an amending agreement to its previously announced Bridge Loan with Cranberry Capital Inc. ("Cranberry") and that Cranberry and the Corporation have agreed to amend the use of proceeds of the Offering such that the Corporation can use the net proceeds for general working capital as opposed to having to pay down the Bridge Loan.