EXCLAMATION INVESTMENTS ANNOUNCES PROPOSED NON-BROKERED PRIVATE PLACEMENT OF UP TO $500,000
Exclamation Investments Corp. has arranged a proposed private placement of up to 10 million units at a price of five cents per unit for total gross proceeds of up to $500,000. Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of five cents per share for a period of two years from issuance. The proceeds of the private placement will be used for general working capital purposes.
The company anticipates that insiders may subscribe for greater than 25 per cent of the private placement and, as such, pursuant to Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions, the private placement may constitute a related party transaction. The company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, based on a determination that the securities of the company are only listed on the TSX Venture Exchange and that the fair market value of the private placement, insofar as it involves interested parties, does not exceed $2.5-million, or 25 per cent of the market capitalization of the company. The private placement was approved by all of the independent directors of the company.
Closing of the private placement is subject to the approval of the TSX-V. The company anticipates closing the private placement in one or more tranches as soon as practicable, subject to receipt of all necessary regulatory approvals. All securities issued pursuant to the private placement will be subject to a hold period of four months and one day, in accordance with applicable Canadian securities laws.