BECN - BEACN Announces Intent to Close Second Tranche of Private Placement
(TheNewswire)
Vancouver, BC – TheNewswire - August 31, 2023 - BEACN Wizardry &Magic Inc. (TSXV:BECN) (“BEACN” or the“Company”) is pleased to announce that, further to its newsrelease dated July 26, 2023 announcing the closing of the firsttranche of thenon-brokered private placement (the “Offering”) of up to 5,000,000units of the Company (the “Units”) at a price of C$0.20 per Unitfor gross proceeds to the Company of up to $1,000,000, the Companyintends to complete a second tranche of the Offering, subject toreceipt of all necessary regulatory approvals including the TSXVenture Exchange (the “TSXV”). The second tranche is expected toclose by September 30, 2023.
Under the Offering, each Unit will be comprised of onecommon share (a “Share”) and one non-transferable common sharepurchase warrant (a “Warrant”). Each Warrant will entitle theholder to purchase one additional Share for a period of three yearsfrom the closing of the Offering for $0.45.
At the option of the investor and with the approval ofthe Company, the Share may be designated an Eligible BusinessCorporation Share (an “EBC Share”) and if so designated theinvestor will be eligible for a 30% tax credit. If elected, therewill be restrictions on the sale of the EBC Shares for a period of 5years. The Warrant will not be EBC eligible.
Directors and officers of BEACN and shareholders owningmore than 10% of the Company’s Common Shares may participate in theOffering for a yet to be determined amount. Any such participation inthe Offering will constitute a “related party transaction” asdefined in Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“61-101”). TheOffering will be exempt from the formal valuation and minorityshareholder approval requirements of 61-101 as neither the fair marketvalue of the securities issued to related parties nor theconsideration for such securities will exceed 25% of the Company’smarket capitalization. A material change report will be filed inconnection with the participation of the directors and officers in theOffering potentially less than 21 days in advance of the closing ofthe Offering, which the Company deems reasonable in the circumstancesso as to be able to avail itself of potential financing opportunitiesand to complete the Offering in an expeditious manner.
The proceeds from the Offering will be used to (i)accelerate the Company’s sales program, (ii) support the developmentand inventory purchases of new products in 2024, (iii) improve onshipping and logistics in new strategic markets and (iv) for generalworking capital.
Finder’s fees of up to 7% in cash and 7% in warrants(a “Finder’s Warrant”) will be paid to eligible parties at thediscretion of the Company. Each Finder’s Warrant will entitle theholder to purchase one additional Share for a period of two years fromthe closing of the Offering for $0.20. Except for EBC Shares, all ofthe securities issued with respect to the Offering will be subject toa hold period of four months and one day in accordance with applicablesecurities laws. EBC Shares will be subject to a hold period of fourmonths and one day in accordance with applicable securities laws andin addition will be subject to restrictions on sale for a period offive years.
This news release does not constitute an offer ofsecurities for sale in the United States. The securities being offeredhave not been, nor will they be, registered under the United StatesSecurities Act of 1933, as amended, and such securities may not beoffered or sold within the United States.
About BEACN Wizardry & MagicInc.
BEACN (TSX-V: BECN) develops innovative audioequipment, peripherals and technology for gamers, live streamers, andcontent creators. BEACN is committed to delivering premium productsthat enable everyone to produce studio-quality content. BEACN'saward-winning product ecosystem includes BEACN Mic, BEACN Mix andBEACN Mix Create. BEACN is listed on the TSXV under the symbolBECN.?
For further information, please contact:
BEACN Wizardry & MagicInc.
Daniel Davies: ir@beacn.com or 778-561-1450
To learn more visit: www.ir.BEACN.com
Reader Advisory
Certain information set forth inthis news release contains forward-looking statements or information( “forward-looking ?statements” ), including details about the proposedsecond tranche of the Offering and the Company’s proposed use ofproceeds from the second tranche of the Offering. By their nature,forward-looking statements are subject to numerous risks anduncertainties, some of which are beyond the Corporation’s control,including risks associated with the inability to complete the secondtranche of the Offering, timing of receipt of regulatory approval andclosing, change in market conditions, evolving global supply chainissues, evolving economic and political issues, and demand for BEACNproducts.
Although the ?Company believesthat the expectations in its forward-looking statements arereasonable, its forward-looking statements have ?been based onfactors and assumptions concerning future events which may prove to beinaccurate. Those factors and ?assumptions are based upon currentlyavailable information. Such statements are subject to known andunknown risks, ?uncertainties and other factors that could influenceactual results or events and cause actual results or events to differmaterially ?from those stated, anticipated or implied in theforward-looking statements. Accordingly, readers are cautioned not toplace undue reliance on the forward-looking statements, as noassurance can be provided as to future results, levels of activity orachievements. Furthermore, the forward-looking statements contained inthis document are made as of ?the date of this document and, exceptas required by applicable law, the Company does not undertake anyobligation to publicly ?update or to revise any of the includedforward-looking statements, whether as a result of new information,future events or ?otherwise. The forward-looking statementscontained in this document are expressly qualified by this cautionarystatement.?
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
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