NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Calgary, Alberta--(Newsfile Corp. - November 13, 2024) - Credissential Inc. (CSE: WHIP) ("Credissential" or the "Company"), a vertically integrated AI software development company, is excited to announce a best efforts private placement, with Beacon Securities Limited (the "Agent") acting as agent, of up to 12,900,000 units of the Company (each, a "Unit") at a price of $0.12 per Unit for gross proceeds of up to $1,548,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Unit Share" and each common share in the capital of the Company, a "Common Share") to be issued pursuant to Part 5A (the "Listed Issuer Financing Exemption") of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), and one Common Share purchase warrant (a "Warrant") of the Company to be issued under the "accredited investor" exemption or any other applicable exemptions from any prospectus requirements as contained in NI 45-106. Each Warrant will entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a price per Warrant Share of $0.16 for a period of 60 months from the date of issuance.
Concurrent with the Offering, the Company also intends to complete a private placement offering (the "Concurrent Private Placement") of units (the "Private Placement Units") at a price of $0.12 per Private Placement Unit for gross proceeds of approximately $500,000. The Private Placement Units will consist of one Common Share (a "Private Placement Unit Share") and one Common Share purchase warrant (each a "Private Placement Warrant") with each Private Placement Warrant entitling the holder thereof to acquire one Common Share (a "Private Placement Warrant Share") at a price per Private Placement Warrant Share of $0.16 for a period of 60 months from the date of issuance.
The Agent will act on a "best-efforts" agency basis in connection with the Offering and Concurrent Private Placement.
The Company intends to use the net proceeds raised from the Offering and Concurrent Private Placement for the further development and commercialization of its Credissential and Credissential Dealerflow products, and for general corporate and administrative purposes.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Unit Shares issuable under the Offering will be offered for sale to purchasers resident in Canada, other than Quebec, pursuant to the Listed Issuer Financing Exemption and will not be subject to resale restrictions in accordance with applicable Canadian securities laws. The remaining securities issued under the Offering and the Concurrent Private Placement, including the Warrant Shares and Private Placement Warrant Shares, will be subject to a statutory hold period of four months following the closing of the Offering and Concurrent Private Placement, as the case may be, pursuant to applicable securities law.
There is an offering document dated November 13, 2024, related to the Offering that can be accessed under the Company's profile at www.sedarplus.com and on the Company's website at www.credissential.com. Prospective investors should read this offering document before making an investment decision.
It is expected that closing of the Offering and Concurrent Private Placement will take place on or about December 11, 2024, or such other date or dates as the Company and the Agent may agree. Closing of the Offering and Concurrent Private Placement is subject to certain conditions including, but not limited to, receipt of all necessary regulatory and exchange approvals. Closing of the Offering is not conditional upon closing of the Concurrent Private Placement.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news 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.
As consideration for its services, the Agent will receive an aggregate cash fee equal to 7.0% of the gross proceeds of the Offering and the Concurrent Private Placement. In addition, the Company will issue to the Agent non-transferable compensation options (each a "Compensation Option Unit") representing 7.0% of the aggregate number of units issued pursuant to the Offering and the Concurrent Private Placement. The Compensation Options shall have a term of 36 months from the issuance. Each Compensation Option Unit shall be comprised of one Common Share and one Common Share purchase warrant (a "Compensation Option Warrant") with each Compensation Option Warrant entitling the holder thereof to acquire one Common Share (a "Compensation Warrant Share") at a price per Compensation Warrant Share of $0.16 for a period of 60 months from the date of issuance.
About Credissential
Credissential is an AI powered financial services software developer, currently focused on the development and commercialization of its flagship product, Credissential and Dealerflow.
For more information about Credissential and other products from Credissential, visit www.credissential.com.
The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
Forward-Looking Information
This news release contains certain information that may be deemed "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties, future expectations and other factors which may cause the actual results, performance or achievements of the Company or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur.
Forward-looking information in this news release includes, but is not limited to, statements that the Company's expectations with respect to the Offering and the Concurrent Private Placement; the use of proceeds upon completion of the Offering and the Concurrent Private Placement; the payment of fees and commissions paid to the Agent; the completion of the Offering and the Concurrent Private Placement and the date of such completion.
These risks and uncertainties include, but are not limited to: if the Company's security measures are breached or unauthorized access to customer data is otherwise obtained, the Company's platform may be perceived as insecure, the Company may lose existing customers or fail to attract new customers, the Company's reputation may be harmed, and the Company may incur significant liabilities; the failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company's reputation and results of operations; dependence on customer internet access and use of internet for commerce; privacy, data protection, and information security concerns, and data collection and transfer restrictions and related domestic or foreign regulations, may limit the use and adoption of the Company's products and adversely affect the Company's business; issues in the use of AI in the Company's products may result in reputational harm or liability; and other risks as more fully described in the Company's annual information form which is available for review under the Company's profile on SEDAR+ at www.sedarplus.ca.
Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
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