VANCOUVER, BC / ACCESSWIRE / August 10, 2015 / Nanotech Security Corp. (the "Company") (TSXV: NTS) (OTCQX: NTSFF), announces that it is proceeding with a non-brokered private placement of up to 2,500,000 units (the "Units") at a price of CAD$1.00 per Unit for total proceeds of up to $2,500,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder to purchase one Common Share at a price of CAD$1.50 per Common Share for a period of 18 months from the closing of the Offering. The Warrants are subject to accelerated expiry in the event that the common shares of the Company trade on the TSX Venture Exchange at CAD$1.80 or more for a ten consecutive day period; 1) after the four month resale restricted period applicable to the Common Shares in Canada expires and 2) before the end of the initial 12 months of the term of the warrant.
Closing of the Offering is subject to a number of customary conditions, including receipt of TSX Venture Exchange approval and execution of definitive subscription agreements. There is no minimum aggregate offering size and no assurance that the full Offering will be subscribed. Completion of the Offering is targeted for August 18, 2015. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Finders' fees are expected to be paid by the Company on a portion of the placement within TSX Venture Exchange guidelines.
The securities to be issued pursuant to the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities to be made in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
Any securities to be issued pursuant to the Offering in the United States will be "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legends as required under the U.S. Securities Act and National Instrument 45-102.
Proceeds from the Offering will be used for funding inventory and other working capital purposes.
About Nanotech Security
Through its security and surveillance divisions, Nanotech Security Corp. has been a leading innovator in the design and production of advanced security products and surveillance solutions for a number of years. Nanotech's KolourOptik(TM)and Plasmogram(TM) products are nanotechnology based product platforms originally inspired by the unique optical properties of the iridescent wings of the Blue Morpho butterfly. Our security products produce intense, high definition optically-variable images and colour-shift optical thin films. Activated by a simple tilt or rotation, with higher resolutions than the best LED-displays, they are ideal for authentication of currency, passports, and identification cards in addition to distinguishing branded goods from counterfeits. Our surveillance division designs and manufactures sophisticated surveillance and intelligence gathering communications and forensic equipment for the law enforcement and intelligence community as well as runs a state of the art training academy where we provide technical surveillance training to the law enforcement community.
Additional information about Nanotech can be found at the Company's website www.nanosecurity.ca, the Canadian disclosure filings website www.sedar.com or the OTCMarkets disclosure filings website www.otcmarkets.com.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Nanotech Security Corp:
Doug Blakeway
dblakeway@nanosecurity.ca
+1.604.678.5775
Canada Investor Relations:
Sean Peasgood
sean@SophicCapital.com
+1.416.565.2805
Media Contact:
Jackie Henry
jp@nanosecurity.ca
U.S. Investor Relations:
Dave Mossberg
+1. 817.310.0051
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Nanotech Security Corp