Ynvisible Interactive Inc. (the “Company” or “Ynvisible”) (TSX-V: YNV, FSE: 1XNA, OTCQB: YNVYF) is pleased to announce that it has entered into a securities purchase agreement for a private placement of its common shares (“Common Shares”) and warrants to purchase Common Shares (“Warrants”) to institutional investors only for aggregate gross proceeds to the Company of approximately Cdn$12 million (the “Private Placement”). Pursuant to the Private Placement, the Company will issue up to 19,992,003 Common Shares and Warrants to purchase up to 19,992,003 Common Shares at a purchase price of Cdn$0.61 per Common Share and associated Warrant. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of Cdn$0.76 per Common Share at any time prior to the three-year anniversary of the closing date of the Private Placement (the “Closing Date”).
A.G.P./Alliance Global Partners (the “Agent”) is acting as the exclusive placement agent for the private placement in the United States.
The Common Shares and Warrants to be issued under the Private Placement will be qualified by way of a prospectus supplement under the Company's base shelf prospectus dated May 10, 2021 (collectively, the “Prospectus Supplement”) which will be filed in each of the provinces of Canada, except Québec. In the United States, the Common Shares, Warrants and the shares issuable upon the exercise of the Warrants will be offered on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and certain other jurisdictions in accordance with applicable securities laws.
The Agent shall receive, on the Closing Date, (i) a cash commission equal to 7.0% of the aggregate gross proceeds received from the sale of the Common Shares and Warrants, and (ii) warrants (the “Agent’s Warrants”) equal to 5.0% of the Common Shares sold in the Private Placement. Each Agent’s Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of Cdn$0.61 per Common Share for a period of 36 months following the Closing Date.
The net proceeds of the Private Placement are expected to be used by the Company for working capital and general corporate purposes. Details as to the specific allocation of the proceeds will be disclosed in the Prospectus Supplement.
The Company expects the Closing Date to occur on or about May 18, 2021. The Company will apply to list the Common Shares issued in the Private Placement and the Common Shares underlying the Warrants on the TSX Venture Exchange (the “TSXV”). The Private Placement is subject to the satisfaction of certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals (including, for certainty, the acceptance of the TSXV).
No securities will be offered for sale or sold to Canadian residents.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in Canada in connection with the Private Placement. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer of securities for sale in the United States. The securities have not been, nor will they be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
ABOUT YNVISIBLE INTERACTIVE INC.
Ynvisible aims to be a leading company in the emerging printed and flexible electronics sector. Given the cost and power consumption advantages over conventional electronics, printed electronics are a key enabler of mass adoption of the Internet of Things (“IoT”) and smart objects. Ynvisible has the experience, know-how and intellectual property in electrochromic materials, inks, and systems. Ynvisible's interactive printed graphics solutions solve the need for ultra-low power, mass deployable, & easy-to-use electronic displays and indicators for everyday smart objects, IoT devices, and ambient intelligence (intelligent surfaces). Ynvisible offers a mix of services, materials and technology to brand owners developing smart objects and IoT products. Additional information on Ynvisible is available at www.ynvisible.com.
This news release contains forward-looking statements. Forward-looking statements contained in this news release include statements regarding the closing of the Private Placement, the timing of the closing of the Private Placement, the use of proceeds from the Private Placement and the receipt of requisite regulatory approvals. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, market and other conditions, volatility in the trading price of the Common Shares, risks relating to the ability of the Company to obtain the requisite regulatory approvals relating to the Private Placement, business, economic and capital market conditions; the ability to manage operating expenses, which may adversely affect the Company’s financial condition; the ability to remain competitive as other better financed competitors develop and release competitive products; regulatory uncertainties; access to equipment; market conditions and the demand and pricing for products; Ynvisible’s relationships with its customers and business partners; Ynvisible’s ability to successfully release new products in a timely manner that meet customers’ needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; the impact of technology changes on the products and industry; failure to develop new and innovative products; the ability to successfully maintain and enforce our intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of intellectual property litigation that could materially and adversely affect the business; the ability to manage working capital; and the dependence on key personnel. Ynvisible may not actually achieve its plans, projections, or expectations. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, that there will be no regulation or law that will prevent the Company from operating its business, anticipated costs, the ability to secure sufficient capital to complete its business plans and the ability to achieve its goals. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by third parties in respect of the matters discussed above.
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