SWMBRD Sports closes $346,000 private placementhttps://www.stockwatch.com/News/Item/Z-C!SWIM-3270930/C/SWIM 2022-06-22 19:06 ET - News Release
Mr. Justin Schroenn reports
SWMBRD ANNOUNCES CLOSING OF PRIVATE PLACEMENT
SWMBRD Sports Inc. has completed its previously announced non-brokered private placement, as described in its news release of May 3, 2022, pursuant to which it issued an aggregate of 3.46 million units at a price of 10 cents per unit for gross proceeds of $346,000.
Each unit comprised one common share in the capital of the company and one transferable share purchase warrant. Each warrant entitles the holder thereof to purchase one additional share for a period of one year from the closing date at an exercise price of 20 cents per warrant share.
The proceeds of the offering will be used for the production of the company's SWMBRDs for sale, the production of two additional SWMBRD moulds in different sizes, expenses related to listings on the OTCQB and Frankfurt Stock Exchange, and general working capital. The securities issued in connection with the offering are subject to a four-month hold period from the date of issuance.
No finders' fees or commissions were paid in connection with the offering.
Zimtu Capital Corp., which held more than 10 per cent of the shares of the company prior to the closing date, purchased 1.15 million units in the offering. Following closing of the offering, Zimtu owns approximately 19.11 per cent of the issued and outstanding shares of the company on a fully diluted basis. The sale to Zimtu constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but this sale is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) of MI 61-101 because the company's shares are not listed on a specified market, and it is exempt from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101 because the fair market value of the shares purchased and the fair market value of the consideration paid for them did not exceed 25 per cent of the company's market capitalization.