MRBLF - Marble Financial Announces Second Closing in Non-Brokered Private Placement
(TheNewswire)
Vancouver, BC – TheNewswire - December 07, 2020 - Marble Financial Inc.(CSE:MRBL )(CNSX:MRBL.CN) ( OTC:MRBLF) ("Marble" or the"Company") , a financial technologycompany that empowers Canadians toward a positive financial future, ispleased to announce the second closing of its non-brokered privateplacement (the “Placement”). Marble issued3,369,999 units (the “Units”) at a price of $0.15 per Unit forgross proceeds of $505,500. Marble intends to complete the balanceof the Placement as previously announced (see News Release October 26,2020) by year end.
Each Unit is comprised of one common share of theCompany (“Shares”) and one-half of one non-transferable warrant,with each whole warrant (each a “Warrant”) being exercisable topurchase a further Share at a price of $0.25 for a period of 24 monthsfollowing the closing date, subject to accelerated expiry if thecommon shares of the Company trade or close at a price of $0.35 ormore for 10 consecutive trading days on the Canadian SecuritiesExchange (“CSE”). Pursuant to the firstclosing of the Placement, directors of the Company purchased 600,000Units. The Company paid aggregate finder fees on eligible subscribersin the amount of $5,775 and issued 38,500 finder warrants having thesame terms as the Warrants.
All securities issued in connection with the Placement,together with the Debentures and any conversion shares therefrom, aresubject to a statutory hold period expiring April 08, 2021.
The participation by the directors in the Placementconstitutes a "related party transaction" within the meaningof Multilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions (" MI 61-101 ") and the policies ofthe CSE. The Company is relying upon the exemptions from the formalvaluation and minority shareholder approval requirements pursuant tosections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101 onthe basis that neither the fair market value of the subject matter of,nor the fair market value of the consideration for, the transactioninsofar as it involves interested parties (within the meaning of MI61-101) in the Placement exceeds 25% of the Company's marketcapitalization calculated in accordance with MI 61-101, and on thebasis that no securities of the Company are listed or quoted on astock exchange as specified in MI 61-101.
ON BEHALF OF THE BOARD OF DIRECTORS
Karim Nanji, CEO
About Marble Financial Inc. (CSE:MRBL; OTC: MRBLF) Marble leverages its provendata driven strategies utilizing the power of machine learning, datascience, and artificial intelligence, through its industry-leadingproprietary technology solutions Fast-Track, Score-Up, and Credit-Medsto engage in and navigate a clear path for Canadians towards financialwellbeing and a meaningful credit score. Since 2016, Marble is proudto have empowered thousands of marginalized Canadians to a positivefinancial future, and we continue to establish ourselves as leaders infinancial wellness through the licensing of our proprietary productson the Marble Platform.
For further information, please visit the company'swebsite at http://mymarble.ca
Mike Marrandino,
Executive Chairman
T:(855) 661-2390 ext.104
Email: ir@marblefinancial.ca
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITSREGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITYFOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Caution Regarding Forward-Looking Information
This release contains "forward-lookinginformation" as such term is used in applicable Canadiansecurities laws, including statements regarding the Private Placementand the use of proceeds therefrom. The use of any of the words"target", "plans", "anticipate","continue", "estimate", "expect","may", "will", "project","should", "believe" and similar expressions areintended to identify forward-looking statements. Such forward-lookinginformation is based on management's expectations and assumptions,including statements relating to the Company's plans to conduct thePlacement and the anticipated use of the proceeds of the Placement andDebenture offerings.
In making the forward-looking statements included inthis news release, the Company has applied several materialassumptions, including but not limited to, that the Company'sfinancial condition and development plans do not change as a result ofunforeseen events, and that the Company will receive all requiredregulatory approvals, including Canadian Securities Exchange approval,for the Placement. Forward-looking information is subject to a varietyof risks and uncertainties and other factors that could cause plans,estimates and actual results to vary materially from those projectedin such forward-looking information. Factors that could cause theforward-looking information in this news release to change or to beinaccurate include, but are not limited to: failure of the PrivatePlacement to be arranged on the proposed terms or at all;unanticipated delays in obtaining or failure to obtain regulatory orCanadian Securities Exchange approvals; general economic, market orbusiness conditions; changes in the Company's financial condition anddevelopment plans; and other risks and uncertainties as set forth inthe Company's most recent continuous disclosure filings filed underthe Company's profile at www.sedar.com .
Although the Company has attempted to take into accountimportant factors that could cause actual costs or results to differmaterially, there may be other factors that cause actual results notto be as anticipated, estimated or intended. There can be no assurancethat such statements will prove to be accurate as actual results andfuture events could differ materially from those anticipated in suchstatements. The forward-looking information included in this releaseis expressly qualified in its entirety by this cautionary statement.Accordingly, readers should not place undue reliance onforward-looking information. The Company undertakes no obligation toupdate these forward-looking statements, other than as required byapplicable law.
THIS NEWS RELEASE DOES NOT CONSTITUTEAN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THESECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILLNOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, ASAMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIESLAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TOU.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT ANDAPPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCHREGISTRATION IS AVAILABLE.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRESERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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