BECN:CC - BEACN Wizardry & Magic Inc. Announces $1000000 Non-Brokered Private Placement
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Vancouver, BC – TheNewswire - November 08,2022 - BEACN Wizardry & MagicInc. (TSXV:BECN) (“BEACN” or the “Company”) ispleased to announce that it intends to proceed with a non-brokeredprivate placement (the “Offering”) of up to 4,000,000 units of theCompany (the “Units”) at a price of C$0.25 per Unit for grossproceeds to the Company of up to $1,000,000.
Each Unit will be comprised of one common share (a “Share”) andone non-transferable common share purchase warrant (a “Warrant”).Each Warrant will entitle the holder to purchase one additional Sharefor a period of three years from the closing of the offering for$0.45.
"We're delighted to havereceived strong positive reception for BEACN Mic, BEACN Mix Create,and BEACN Mix by our target customer group of online content creators.Now, we embark on the exciting journey to grow our product ecosystemand worldwide availability via expanded warehousing, inventory, andsales channel opportunities. The proceeds of this financing will helpaccelerate our efforts in both innovation and customeracquisition." noted Craig Fraser, CEO ofBEACN.
Directors and officers of BEACN and shareholders owning more than 10%of the Company’s Common Shares may participate in the Offering for ayet to be determined amount. Any such participation in the Offeringwill constitute a “related party transaction” as defined inMultilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“61-101”). The Offering will be exempt from the formalvaluation and minority shareholder approval requirements of 61-101 asneither the fair market value of the securities issued to relatedparties nor the consideration for such securities will exceed 25% ofthe Company’s market capitalization. A material change report willbe filed in connection with the participation of the directors andofficers in the Offering potentially less than 21 days in advance ofthe closing of the Offering, which the Company deems reasonable in thecircumstances so as to be able to avail itself of potential financingopportunities and to complete the Offering in an expeditious manner.
The proceeds from the Offering will be used to (i) accelerate theCompany’s sales program, (ii) support the release of new products in2023 and the roll out of Mac support for BEACN’s existing productsuite, (iii) improve on shipping and logistics in new strategicmarkets and (iv) for general working capital.
The closing of the Offering is expected to occur in mid-November 2022and is subject to receipt of all necessary regulatory approvalsincluding the TSX Venture Exchange (the “TSXV”). Finder’s feesof up to 7% in cash and 7% in warrants (a “Finder’s Warrant”)will be paid to eligible parties at the discretion of the Company.Each Finder’s Warrant will entitle the holder to purchase oneadditional Share for a period of two years from the closing of theoffering for $0.25. All of the securities issued with respect to theOffering will be subject to a hold period of four months and one dayin accordance with applicable securities laws.
This news release does not constitute an offer of securities for salein the United States. The securities being offered have not been, norwill they be, registered under the United States Securities Act of1933, as amended, and such securities may not be offered or soldwithin the United States.
About BEACN Wizardry & MagicInc.
BEACN islisted on the TSXV under the symbol BECN. ?
For further information, please contact:
BEACN Wizardry & MagicInc.
Robert Doyle: rdoyle@beacn.com or604-561-8990
Reader Advisory
Certain information set forth inthis news release contains forward-looking statements or information(" forward-looking ?statements "), including details about the proposed Offering and theCompany’s proposed use of proceeds from the Offering. By theirnature, forward-looking statements are subject to numerous risks?and uncertainties, some of which are beyond the Corporation'scontrol, including risks associated with the inability to complete theOffering, timing of receipt of regulatory approval, change in marketconditions, evolving global supply chain issues, evolving economic andpolitical issues, and demand for BEACN products. Although the?Company believes that the expectations in its forward-lookingstatements are reasonable, its forward-looking statements have ?beenbased on factors and assumptions concerning future events which mayprove to be inaccurate. Those factors and ?assumptions are basedupon currently available information. Such statements are subject toknown and unknown risks, ?uncertainties and other factors that couldinfluence actual results or events and cause actual results or eventsto differ materially ?from those stated, anticipated or implied inthe forward-looking statements. Accordingly, readers are cautioned notto place undue reliance on the forward-looking statements, as noassurance can be provided as to future results, levels of activity orachievements. ? Furthermore, the forward-looking statementscontained in this document are made as of ?the date of this documentand, except as required by applicable law, the Company does notundertake any obligation to publicly ?update or to revise any of theincluded forward-looking statements, whether as a result of newinformation, future events or ?otherwise. The forward-lookingstatements contained in this document are expressly qualified by thiscautionary statement.?
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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