(TheNewswire)
Winnipeg Manitoba – TheNewswire - July 2 3 ,2021 - Preferred Dental Technologies Inc. (“Company”) (CSE:PDTI ) (CNSX:PDTI.CN) US ( OTC: PDTTF) is pleased to announce that effective July 22, 2021 , theManitoba and Ontario Securities Commissions have approved a partialrescission of the Cease Trade Order issued on January 31, 2020. The Partial Revocation Order (the “Revocation”) has beenissued pursuant to the securities legislation of the Province ofManitoba and the Province of Ontario, the details of which are set outbelow.
Background
Preferred Dental Technologies Inc. (“Preferred”) issubject to a failure-to-file cease trade order (the FFCTO) issued bythe regulator or securities regulatory authority in each of theProvinces of Manitoba (the Principal Regulator) and Ontario (each aDecision Maker) respectively on January 31, 2020. Preferred hasapplied to each of the Decision Makers for a partial revocation orderof the FFCTO. The order made on July 22, 2022, is the order of thePrincipal Regulator and evidences the decision of the Decision Makerin Ontario.
This decision has been based on the following factsrepresented by Preferred:
a) Preferred was incorporated under the BusinessCorporations Act (British Columbia) on December 8, 2010.
b) Preferred’s head office is in Winnipeg,Manitoba.
c) Preferred is currently a reporting issuer inBritish Columbia, Alberta, Saskatchewan, Manitoba and Ontario.
d) Preferred’s authorized share capital consists ofan unlimited number of common shares without par value. Preferredcurrently has 74,126,668 common shares issued and outstanding (CommonShares). Preferred also has 5,900,000 stock options outstandingexercisable at a price of $.15 per share.
e) The FFCTO was issued due to failure of Preferredto file its audited annual financial statements, annual management’sdiscussion and analysis (MD&A) and certification of annual filingsfor the year ended July 31, 2019 (the Unfiled Documents).
f) Subsequent to the failure to file the UnfiledDocuments, Preferred did not file any further financial statements orany continuous disclosure documents required by applicable securitieslegislation (together with the Unfiled Documents, the UnfiledContinuous Disclosure).
g) Other than the failure to file the UnfiledContinuous Disclosure, Preferred is not in default of the securitieslegislation in any jurisdiction and Preferred’s SEDAR and SEDIfilings are up to date.
h) Preferred sought a partial revocation of the FFCTOin order to complete a private placement of Common Shares in theaggregate amount of $180,000 (the Equity Offering) and a debt offeringby way of a non-convertible, unsecured promissory note in theaggregate sum of $21,000 (the Debt Offering, and together with theEquity Offering, the Private Placement).
i) The Equity Offering will be made to investors inall jurisdictions of Canada and to a lesser extent in certain U.S.states, including Arizona. Applicable U.S. securities filings relatedto exemptions will be made, as necessary, for distributions conductedin the US. The Debt Offering will be made to Preferred’s auditor,Manning Elliott LLP, to cover the outstanding fees owing from auditfees for prior years.
j) The Private Placement will be conducted inreliance on the accredited investor exemption contained in section 2.3of National Instrument 45-106 Prospectus Exemptions.
k) Preferred will on the basis of the Revocationconduct the Private Placement in order to allow it to have sufficientfunds to prepare and file the Unfiled Continuous Disclosure and toapply for and receive a full revocation of the FFCTO.
l) Preferred intends to raise a total of $180,000 andto use the proceeds to complete outstanding audits and managementdiscussion and analysis as well as cover to cover filing fees,transfer agent fees and maintain existing patents.
n) Preferred reasonably expects that the proceedsraised from the Private Placement will be sufficient to bring itscontinuous disclosure up to date and pay all outstanding fees.Preferred intends to apply for a full revocation of the FFCTO.
o) The Private Placement will be completed inaccordance with all applicable laws.
p) Preferred is issuing this press release as acondition of the Revocation and will continue to issue press releasesas appropriate relating to any material changes in its affairs.
Summary of the Order
Each of the Decision Makers were satisfied that apartial revocation order of the FFCTO meets the test set out in theLegislation for the Decision Maker to make the decision andaccordingly the decision of the Decision Makers under the Legislationis that the FFCTO, has effective July 22, 2021 been partially revokedsolely to permit the Private Placement, provided that prior tocompletion of the Private Placement, each investor (Investor) in thePrivate Placement will receive:
a) a copy of the FFCTO;
b) a copy of this Partial Revocation Order;and
c) Written notice from Preferred, to be acknowledgedby each Investor in writing, that all of Preferred’s securities,including the securities issued in connection with the PrivatePlacement, will remain subject to the FFCTO until such orders arerevoked and that the issuance of the partial revocation order does notguarantee the issuance of a full revocation in the future.
The Company looks forward to advancing its goal toobtain a full revocation of the cease trade order and to apply torelist its shares on the Canadian Securities Exchange.
On Behalf of the Board
Erik Siegmund,
President
About PDTI
Preferred Dental Technologies Inc. (PDTI) has beenestablished to advance development and commercialization of variousevolutionary and disruptive technologies in the dental implantindustry.
MISSION – INNOVATIVE & PRACTICAL SOLUTIONS FORTHE DENTAL INDUSTRY
Visit: www.preferreddentalimplant.com
On behalf of Preferred Dental Technologies Inc.
Erik Siegmund
Chief Executive Officer
Email: info@prefdent.com
Tel: 204.691.3722
www.prefdent.com
All product names referenced herein are trademarks oftheir respective companies.
This news release may contain forward-lookinginformation which is not comprised of historical facts.Forward-looking information involves risks, uncertainties and otherfactors that could cause actual events, results, performance,prospects and opportunities to differ materially from those expressedor implied by such forward-looking information. Forward-lookinginformation in this news release may include, but is not limited to,the Company's objectives, goals or future plans. Factors that couldcause actual results to differ materially from such forward-lookinginformation include, but are not limited to, those risks set out inthe Company's public documents filed on SEDAR. Although the Companybelieves that the assumptions and factors used in preparing theforward-looking information in this news release are reasonable, unduereliance should not be placed on such information, which only appliesas of the date of this news release, and no assurance can be giventhat such events will occur in the disclosed time frames or at all.The Company disclaims any intention or obligation to update or reviseany forward-looking information, whether as a result of newinformation, future events or otherwise, other than as required bylaw. Neither The Canadian Securities Exchange nor its RegulationsServices Provider (as that term is defined in the policies of TheCanadian Securities Exchange accepts any responsibility for theadequacy or accuracy of this release.
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