Eight Announces Closing the First Tranche of Brokered Private Placement VANCOUVER B.C., August 28, 2015 — Eight Solutions Inc. (CSE:ES) (“Eight” or the “Company”) announces it has closed the initial tranche of its previously announced brokered private placement (the “Financing”).
The Financing, including the concurrent non-brokered private placement, consisted of the issuance of an aggregate of 1,894,000 Units at a price of $0.50 per Unit for gross proceeds of $947,000. Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”), which will entitle the holder to acquire one Common Share at a price of $0.60 per Common Share for a period of 24 months from the closing of the Offering. 300,000 of the Units issued concurrent with the closing of the Financing were issued to a director of the Company on a non-brokered basis on the same terms as the Financing. In connection with the Financing, the Company paid Cantor Fitzgerald Canada Corporation and Richardson GMP Limited aggregate cash commissions of approximately $55,790 and issued an aggregate of 153,370 compensation options. Each compensation option is exercisable for a period of 24 months from the closing date to acquire Units at a price of $0.50 per Unit. Proceeds from the Financing are expected to be used to further develop and commercialize Cumul8, the Company’s unique data visualization solution and for general corporate and working capital purposes.
In connection with the Financing, the Company has received conditional listing approval from the TSX Venture Exchange (“TSXV”) and expects to list its common shares for trading on the TSXV within three business days of closing of the Financing under the symbol “ES”. Completion of the TSXV listing is subject to a number of conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSXV. All securities issuable pursuant to the Financing and the non-brokered financing are subject to a four month hold period from the date of issuance in accordance with applicable Canadian securities laws. “We are excited to move to the TSXV which is viewed as a positive step by current and prospective investors. An additional financing tranche to further our ongoing growth is anticipated to complete in the fall subject to market conditions,” says Rory Armes, Eight CEO.
None of the securities issued in connection with the Financing will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
The participation of the director in the non-brokered offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the policies of the TSXV. The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a specified stock exchange and, at the time the non-brokered offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves interested parties (within the meaning of MI 61-101) in the offering, exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101. The Company was not in a position to file a material change report more than twenty one days in advance of the closing of this tranche of the offering as the details of participation of the interested parties were not known at such time. |