Calgary, Alberta--(Newsfile Corp. - August 15, 2024) - PlasCred Circular Innovations Inc. (CSE: PLAS) (FSE: XV2) ("PlasCred" or the "Company"), a transformative leader in the plastic waste upcycling sector, is pleased to announce that pursuant to the Equity Growth Agreement, as amended (the "GrowthAgreement") announced on June 25, 2024 with an arm's length institutional investor (the "Investor"), in respect of an equity facility in the principal amount of up to CAD$10,000,000 (the "Equity Facility"), the Investor has agreed to subscribe for 739,120 common shares in the capital of the Company (each, a "Common Share"), at a price equal to $0.0668 per Common Share (the "InitialSubscription"). The Company expects to close the Initial Subscription by August 23, 2024 (the "Closing").
Pursuant to the terms of the Growth Agreement, the Company submitted a capital call to the Investor on July 4th , 2024 (a "Capital Call"), pursuant to which a 30-day pricing Period began (the "Pricing Period"). Following the Pricing Period, the Investor agreed to subscribe for 739,120 Common Shares.
In connection with the Closing, the Company will also issue to the Investor 2,050,000 common share purchase warrants (each, an "Initial Warrant"), with each Initial Warrant being exercisable at 120% of the 20-day volume weighted average price as the Common Shares traded on the CSE (the "VWAP") based on the closing price of the Common Shares at the Initial Subscription Date, which is deemed to be $0.0767, subject to the policies of the CSE. The Company will also issue to the Investor 2,050,000 common shares purchase warrants (the "Draw Down Warrants"), with each Draw Down Warrant being exercisable at 115% of the 20-day VWAP based on the closing price of the Common Shares at the applicable tranche drawdown. For the purposes of the Initial Subscription, the Draw Down Warrants will be exercisable at a price of $0.0735, subject to the policies of the CSE. The Draw Down Warrants contain a vesting provision whereby 0.5 of the Draw Down Warrants will vest for each Common Share issued under the Equity Facility (the "Vesting Conditions"). Following the first-year anniversary of the Closing (the "Issuance Anniversary"), the Vesting Conditions shall no longer be applicable, and the Draw Down Warrants shall be exercisable into one Common Share at an exercise price equal to 110% of the 20-day VWAP based on the Issuance Anniversary.
In consideration for providing the Equity Facility, the Investor shall pay a commitment fee equal to $300,000 in cash or Common Shares (the "Commitment Fee"), with such Commitment Fee being secured by the Company issuing to an escrow agent designated by the Investor, $300,000 worth of Common Shares (the "Commitment Shares") at a price per Common Share equal to the market price of the Common Shares on Closing. The Commitment Shares shall be released from escrow, in increments at each of the first three subscriptions by the Investor, or if there are not more than three subscriptions by the Investor, upon the six and twelve month anniversary of the Closing.
The securities issued in connection with the Equity Facility are being issued in accordance with the requirements of the ASC Rule 72-501 - Distributions to Purchasers outside of Alberta and are not subject to a hold period.
None of the securities will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities issuable under the Equity Facility may not be offered or sold within the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the "United States") or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and all applicable state securities laws or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities issuable under the Equity Facility within the United States or to, or for the account or benefit of, U.S. persons.
About PlasCred Circular Innovations Inc.
PlasCred is at the forefront of rebalancing the future of plastics. The company is transforming plastic waste by granting it a valuable second life. With a vision of advancing towards a climate-positive future, PlasCred aspires to be among the largest advanced plastic waste upcycler's in North America and globally. Their groundbreaking patent-pending technology is set to revolutionize the approach to plastic waste management and upcycling.
PlasCred is also developing strategic partnerships with CN Rail, Palantir Technologies Inc., and Fibreco Export Inc., providing PlasCred with unparalleled operational intelligence and logistics support across North America and globally for transportation and handling of plastic waste. Further information on PlasCred, see their YouTube channel and website located at www.youtube.com/@PlasCredInc and www.PlasCred.com.
ON BEHALF OF THE BOARD
Troy Lupul - President & CEO
Forward-looking Statements
This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance, or achievements that PlasCred anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking statements are based on assumptions, including expectations and assumptions concerning the metaverse and the Company's growth plan. While PlasCred considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments. Readers are cautioned that the foregoing list is not exhaustive and other risks set out in public disclosure recorded and filed under the Company's profile on www.sedarplus.ca. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions, or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. For more information on the risk, uncertainties and assumptions that could cause anticipated opportunities and actual results to differ materially, please refer to the public filings of PlasCred Circular Innovations Inc. which are available on SEDAR at www.sedarplus.ca.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. PlasCred Circular Innovations Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
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