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VANCOUVER, BC, Sept. 28, 2022 /CNW/ - BuildDirect.com Technologies Inc. (TSXV: BILD) ("BuildDirect" or "Company") is pleased to announce that the non-brokered private placement of common shares (the "Private Placement") previously announced on August 30, 2022 (see the news release of the Company dated August 30, 2022 and September 8, 2022) has been upsized to 6,847,830 common shares ("Common Shares") at a price of $0.46 per Common Share for total gross proceeds of $3,150,000. BuildDirect is also pleased to announce the closing of the second tranche of this Private Placement (the "Second Tranche").
All references to dollars herein are in Canadian dollars ($) unless otherwise specified.
In connection with the Second Tranche, the Company issued a total of 1,413,045 Common Shares (each a "Common Share") at a price of $0.46 per Common Share for total gross proceeds of $650,000.
The Company intends to use the net proceeds from the Private Placement to continue to advance BuildDirect's strategy and for general working capital purposes. No bonus, finder's fee, commission, agent's option or other compensation is payable in connection with the Private Placement.
The Common Shares issued pursuant to the Second Tranche are subject to a statutory hold period of approximately four months ending on January 29, 2023 in accordance with applicable securities law.
Douglas Zawada, Eric Truax and Dennis Nehro are all insiders of the Company by virtue of being senior officers of Charter Distributing Company, a wholly owned subsidiary of BuildDirect. Mr. Zawada, Mr. Truax and Mr. Nehro all participated in the Second Tranche of the Private Placement by purchasing 847,827, 282,609 and 282,609 Common Shares respectively and, accordingly, the Private Placement constitutes a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The percentage of issued and outstanding common shares of the Company owned or controlled by Mr. Zawada, Mr. Truax and Mr. Nehro on a partially diluted basis upon closing of the Private Placement is anticipated to be 2.3%, 0.9%, and 0.9% respectively. The Company is exempt from the formal valuation and minority approval requirement under MI 61-101 as the fair market value of the insiders' participation in the aggregate in the Private Placement does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company will not file a material change report more than twenty-one (21) days before the expected closing date of the Second Tranche of the Private Placement, as the details of the Second Tranche were not finalized until September 28, 2022, and the Company wishes to close the Second Tranche as soon as practicable.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About BuildDirect
BuildDirect (TSXV: BILD) is a growing omnichannel building material retailer. BuildDirect connects North American home improvement B2B and B2C organizations and homeowners with quality building materials and services through its robust global supply chain network. BuildDirect's growth trajectory, strong product offering and proprietary heavyweight delivery network are delivering value today, solidifying its position as an innovative player in the home improvement industry. For more information, visit www.BuildDirect.com.
Forward-Looking Information
This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. These statements reflect management's current beliefs and expectations and are based on information currently available to management as at the date hereof. Forward-looking statements involve significant risk, uncertainties and assumptions.
Forward-looking statements in this press release may include, without limitation, statements relating to the use of proceeds of the Private Placement.
Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Among those factors are changes in consumer spending, availability of mortgage financing and consumer credit, changes in the housing market, changes in trade policies, tariffs or other applicable laws and regulations both locally and in foreign jurisdictions, availability and cost of goods from suppliers, fuel prices and other energy costs, interest rate and currency fluctuations, retention of key personnel and changes in general economic, business and political conditions. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in this press release reflect the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. There may be other risks, uncertainties and factors that cause results not to be as anticipated, estimated or intended and such changes could be material. These forward-looking statements are made as of the date of this press release, and BuildDirect assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
SOURCE BuildDirect.com Technologies Inc.
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