(TheNewswire)
Calgary, Canada - TheNewswire –September 29, 2021 – DeepMarkit Corp. ,(“ DeepMarkit " or the" Company ") ( TSXV:MKT )announces the closing of the first tranche of its previously announced(September 14, 2021) private placement.
The non-brokered private placement (the "PrivatePlacement") consisted of 3,414,63 5 Units (the "Units") at aprice of CAD $0.205 per Unit for gross proceeds of $700,000 . Each Unit comprises onecommon share and one common share purchase warrant (each a"Warrant"). Each Warrant entitles the holder to purchase oneadditional common share of DeepMarkit at an exercise price of CAD$0.75 for a period of two (2) years from the date of issuance of theUnits.
The Company expects to complete the second and finalclosing of the Private Placement on or before October 8, 2021.
Completion of the private placement is subject toregulatory approval, including approval of the TSX Venture ExchangeInc. (the "Exchange”). All shares and warrants issuedpursuant to the Private Placement, and any shares issued in connectionwith the exercise of warrants, will be subject to a four month holdperiod expiring on January 30, 2022, in accordance with the policiesof the Exchange and applicable securities laws.
Aggregate finder’s fees of $5,381.25 in cash werepaid to PI Financial Corp. in connection with the Private Placement. The finder’s fees represented 7% of theapplicable subscription amounts.
Certain officers and a director of the Companysubscribed for an aggregate of 287,293 Units pursuant to the Private Placement, for totalaggregate proceeds of $58,895.07. As a result of this insiderparticipation, the Private Placement constitutes a related-partytransaction as defined under Multilateral Instrument 61-101 ("MI61-101"). Neither the Company, nor to the knowledge of theCompany after reasonable inquiry, a related party, has knowledge ofany material information concerning the Company or its securities thathas not been generally disclosed. The PrivatePlacement is exempt from the formal valuation and minority shareholderapproval requirements of MI 61-101, as it was a distribution ofsecurities for cash and neither the fair market value of the Unitsdistributed to, nor the consideration received from, interestedparties exceeded $2,500,000.
The Company did not file a material change report morethan 21 days before the expected closing of the Private Placementbecause the details of the participation therein by related parties ofthe Company were not settled until shortly prior to the first closingof the Private Placement and the Company wished to close on anexpedited basis for business reasons.
The net proceeds from the Private Placement will beused to fund continued business operations ofthe Company and the Company's continued search for complementarybusiness opportunities .
As previously announced by the Company on September 14,2021, the Company has entered into an agreement with 1323552 BC Ltd.,a private company controlled by Ranjeet Sundher, a director andfounder of the company, to convert up to $2,700,000 of 12% SecuredParticipating Debentures (including accrued interest of up to$700,000) at a conversion price of $0.205 per common share, resultingin the issuance of up to 13,170,731 common shares (the "DebentureConversion"). In addition, the Company has entered into anagreement with Ranjeet Sundher to convert up to $40,000 of debt owedpersonally to Mr. Sundher at the same conversion price resulting in upto an additional 195,121 common shares (together with the DebentureConversion, the "Debt Conversion"). The Debt Conversionconstitutes a related-party transaction under MI 61-101 and is subjectto minority shareholder approval, as well as approval from theExchange (including with respect to the creation of a new controlperson). The Company has scheduled an Annual General and SpecialMeeting of Shareholders on October 29, 2021 (the "Meeting"),where shareholders will be asked to consider and, if thought fit,approve, among other things, the related-party transaction pursuant toMI 61-101 and the creation of a new control person pursuant toExchange policies. Readers are referred to the news release of theCompany dated September 14, 2021 for more information about the DebtConversion and the Meeting.
AboutDeepMarkit
DeepMarkit is a technology company focused on creating new tools andtechnologies to aid businesses in sales development and increasingprofitability.
DeepMarkit’s Common Shares are listed on the TSX Venture Exchange,symbol MKT.
For more information, please contact:
President & CEO
Darold H. Parken
Tel: 403-537-0067
Email: dparken@deepmarkit.com
Neither the TSX Venture Exchange nor its Regulation ServicesProvider (as that term is defined in the policies of the TSX VentureExchange) accepts responsibility for the adequacy or accuracy of thisnews release.
CAUTIONARYSTATEMENT
Statements in this press release may containforward-looking information, including statements with respect toreceiving regulatory approval for the Private Placement and DebentureConversion, and the anticipated use of proceeds from the PrivatePlacement. Any statements that are contained in this press releasethat are not statements of historical fact may be deemed to beforward-looking statements. The reader is cautioned that assumptionsused in the preparation of any forward-looking information may proveto be incorrect. Events or circumstances may cause actual results todiffer materially from those predicted, as a result of numerous knownand unknown risks, uncertainties, and other factors, many of which arebeyond the control of DeepMarkit. Factors that could cause the actualresults to differ materially from those in forward-looking statementsinclude, but are not limited to, failure to obtain necessaryshareholder and regulatory approvals required for the PrivatePlacement, or failure to obtain approval for the Debt Conversion andthe creation of a new control person. The reader is cautioned not toplace undue reliance on any forward-looking information.
The forward-looking statements contained in thispress release are made as of the date of this press release andDeepMarkit does not undertake any obligation to update publicly or torevise any of the included forward-looking statements, whether as aresult of new information, future events or otherwise, except asrequired by securities law.
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