Nubeva Technologies Ltd. is pleased to announce that it intends to complete a non-brokered private placement of 1,935,483 restricted voting common shares of Nubeva at a price of $0.775 per Share for gross proceeds to the Company of $1,500,000.
Randy Chou, the Chief Executive Officer and a controlling shareholder of Nubeva, will be the sole subscriber.
The Company will use the proceeds from the Private Placement for general working capital purposes.
The Shares issued pursuant to the Private Placement will be subject to a four-month hold period from the date of closing.
Nubeva Discloses Cross Distribution And Private Placement Opportunities
In connection with the Private Placement, Mr Chou plans to complete a gipsy swap, whereby he will sell about to 5,161,290 million common shares of his personal holdings at a price in context with the market, but no less than $0.775 per share over the facilities of the TSX Venture Exchange Inc.
Mr Chou intends to use 37.5% of the proceeds from the Cross to participate in the Private Placement.
He intends to use the remaining 62.5% to cover personal taxes incurred pursuant to the Company’s February 28, 2018, reverse takeover transaction.
The Private Placement and the Cross remain subject to all necessary regulatory approvals, including the approval of the TSXV.
The issuance of Shares to Mr Chou pursuant to the Private Placement is considered to be a related party transaction subject to TSX-V Policy 5.9 and Multilateral Instrument 61-101.
Nubeva intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under Multilateral Instrument on the basis that participation in the private placement by Mr Chou will not exceed 25% of the fair market value of Nubeva’s market capitalization.
The Private Placement was approved by the board of the Company, excluding Mr Chou, who abstained and disclosed to the board his interest in the private placement as the sole subscriber.
In connection with the foregoing Cross and Private Placement, Nubeva has engaged Echelon Wealth Partners Inc. to provide capital markets advisory services.
This press release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation, or sale would be unlawful.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of applicable state securities laws.