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VANCOUVER, British Columbia, December 31, 2021 (GLOBE NEWSWIRE) – Immutable Holdings Inc. (NEO: HOLD) (“Immutable assets“or the”Society“), a publicly traded blockchain holding company, is pleased to announce that, following its press releases dated November 23, 2021, November 29, 2021 and December 17, 2021, Immutable Holdings has closed a second tranche (the”Second installment“) of its previously announced private placement (the”Offer“) units (the”Units”) At a price of $ 2.60 per Unit for additional gross proceeds of approximately $ 5.04 million. With the first tranche of the Offer (the “First installment”), Which closed on December 17, 2021 for gross proceeds of approximately $ 10 million, the Company raised approximately $ 15.04 million through the issuance of 5,783,280 units as part of the offering.
Due to excess demand, the Company increased the size of the investment by an additional amount of $ 1,036,528, an increased amount that was previously reserved for an Agents’ Option (as defined below) to increase the placement size up to approximately $ 3 million.
The traded portion of the first tranche was effected through a syndicate of agents consisting of Stifel GMP, as lead agent, and Canaccord Genuity Corp., Eight Capital, Gravitas Securities Inc., Paradigm Capital Inc. and Beacon Securities Limited (collectively, the “”Agents“).
Under the second tranche, the Company issued a total of 1,937,126 units for total gross proceeds of approximately $ 5.04 million.
Each unit consists of one Class A subordinate voting share (each, oneTo share“) and half a share purchase warrant of the Company (each whole share purchase warrant, a”To guarantee“). Each Warrant entitles its holder to acquire one Share at a price of $ 4.00, until the date falling 36 months following the close of the Second Tranche (the “Expiration date»), Subject to adjustment in certain cases. In the event that the volume-weighted average price of the shares on the NEO Exchange (the “Exchange“) is equal to or greater than $ 8.00 for a period of 20 consecutive trading days at any time following the date that falls four months and one day after the closing date of the second tranche, the Company may, at its sole discretion, accelerate the expiration date of the Warrants by giving notice to their holders and, in such event, the Warrants will expire at 4:00 p.m. (Toronto time) on the date which is the earlier of the following dates: ( i) the 60e day after the date on which this notice is given by the Company; and (ii) the Expiration Date.
Notwithstanding all of the above, a portion of the units issued under the second tranche, as well as the shares underlying the warrants, were comprised of Class B multiple voting shares in the capital of the Company rather than Class A subordinate voting shares.
All units issued under the second tranche were issued and sold by the company without an intermediary. In accordance with applicable Canadian securities laws, all securities issued under the second tranche are subject to a four month and one day hold period, expiring on May 1, 2022. Additional holding periods and / or restrictions trading or resale may also apply in the United States. The Offer remains subject to certain conditions, including, but not limited to, final acceptance of the Exchange.
As previously announced, the Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
Under the second tranche, a certain director of the Company subscribed for 96,154 units for gross proceeds to the Company of $ 250,000.40, which is considered a related party transaction within the meaning of Multilateral Standard 61- 101 – Protection of holders of minority securities in special transactions (“MI 61-101“). Full details of this transaction will be available on the Electronic Disclosure System for Insiders (SEDI) at: www.sedi.ca. The Offer is exempt from the formal evaluation and approval requirements of minority shareholders of MI 61-101 because neither the fair market value of the object of the Offer, nor the consideration paid, exceeds 25% of the capitalization stock market holder of the Company. No other insider or related party of the Company participated in the offering. No new insider or control person has been created in connection with the closing of the Offer.
In connection with the Offering, the Agents received a total of $ 100,730.55 in cash advisory fees and a total of 38,742 Advisor Warrants, each of which may be exercised until the date. expiry date to acquire a unit of the Company (with the same conditions as those set out above) at a price of $ 2.60 per unit.
This press release does not constituteute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any state securities law and cannot be offered or sold in the United States or to or for the account or benefit of a United States person (as defined in Regulation S under the US Securities Act) unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
About Immutable Holdings Inc.
Immutable Holdings (NEO: HOLD), the Blockchain Holding Company, aims to democratize access to Web3 and blockchain products and services. Founded by Jordan Fried, a member of the founding team of the multi-billion dollar Hedera Hashgraph network, Immutable Holdings already has more than $ 120 million under management and a portfolio of companies and brands built on the blockchain ecosystem. : 1800Bitcoin.com, Central Bank Digital Currency (CBDC .com), HBAR Labs, Immutable Advisory, Immutable Asset Management and NFT.com. To learn more, visit https://immutableholdings.com/.
This press release contains certain statements that constitute forward-looking statements or information under applicable Canadian securities laws, including statements relating to the intended use of the proceeds of the offering. These forward-looking statements are subject to numerous risks, uncertainties and other known and unknown factors, some of which are beyond the control of the Company, which could cause actual results or events to differ materially from those stated, anticipated or implied in the statements. prospective. statements. These risks and uncertainties include changes in applicable laws or the regulatory sphere in which the Company operates, general economic and capital market conditions, stock market volatility and the Company’s ability to obtain consents. and any approvals necessary for the Offer, including final acceptance of the exchanges. Although the Company believes that the forward-looking statements contained in this press release are reasonable, they are based on factors and assumptions, based on information currently available, concerning future events, which may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on forward-looking statements, as no assurance can be given as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this press release are made as of the date of this press release and, except as required by applicable law, the Company assumes no obligation to publicly update or revise any of the statements. forward-looking, whether as a result of new information, future events or otherwise.