Subscribe Technologies Inc. is pleased to announce that, further to the Company’s news release of November 9, 2017, the Company is extending the offering of up to 10 million units at a price of 5 cents per unit for gross proceeds of up to $500,000 (the “Offering”) to the Company’s existing security holders and to certain investors who have obtained advice regarding the suitability of their investment.
There is no minimum offering amount. Assuming the Offering is fully subscribed, the Company intends to use the proceeds of the Offering as follows: research and development ($150,000); sales and marketing ($100,000); general administration expenditures and working capital ($200,000); and unallocated cash ($50,000). Note that all of these amounts are approximate.
Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as management of the Company determines is in the best interests of the Company.
The Offering will be conducted in reliance upon prospectus exemptions which permit the Company to distribute securities to its existing security holders as set forth in Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions relating to Distributions to Existing Security Holders, BC Instrument 45-534 Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders and various other corresponding blanket orders and rules in each of the provinces and territories of Canada (the “Existing Shareholder Exemption”), subject to the terms and conditions therein. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. The Company has fixed November 29, 2017 as the record date for the purpose of determining existing shareholders of the Company who are entitled to participate in the Offering pursuant to the Existing Shareholder Exemption. Subscribers purchasing securities under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that on or before the record date they became a shareholder of the Company and that they continue to be a shareholder of the Company. Persons who become shareholders of the Company after the record date are not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them.
In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to investors who have obtained advice regarding the suitability of their investment pursuant to BC Instrument 45-536 Exemption from Prospectus Requirement for certain Distributions through an Investment Dealer and various other corresponding blanket orders and rules in certain provinces and territories of Canada, to accredited investors and to close personal friends and business associates of directors and officers of the Company. The Company intends to solicit subscriptions from subscribers who are not currently shareholders of the Company pursuant these other exemptions. In addition, existing shareholders who wish to exceed $15,000 limit may also subscribe pursuant to other exemptions available to them. Subscribers purchasing securities under the prospectus exemptions for accredited investors and close personal friends and business associates of directors and officers of the Company will need to make customary representations and warranties in writing that they meet certain requirements of the applicable exemptions.
Existing shareholders are welcome to subscribe for such amount of the Offering as they chose and are not limited to their proportionate share of the Offering; subscriptions will only be subject to pro-rationing in the event the Offering is oversubscribed.
The Company may, as compensation to individuals that introduce subscribers to the Company, and subject to regulatory approval: (i) pay cash commissions; and (ii) issue non-transferable common share purchase warrants (with identical terms as those warrants issued under the offering) equal to 8 per cent of the gross aggregate proceeds of a subscription made by a subscriber who is introduced to the Company by such finder upon satisfaction of the release conditions.
The offering is subject to certain conditions, including (but not limited to) the receipt of any required regulatory approval. The securities issued in connection with this private placement will be subject to a four-month hold period. Insiders may participate in the offering.
Existing shareholders or other subscribers interested in participating in the offering can contact the Company by e-mail at firstname.lastname@example.org or by telephone at (778) 775-7297 for additional information.
The Company confirms that there is no material fact or material change regarding the Company that has not been generally disclosed.
The offer and sale of the securities offered in the Offering has not been and will not be registered under the US Securities Act of 1933, as amended, or any state securities laws, and such securities may not be offered or sold in the United States absent registration or applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction in which the offer, sale or solicitation would be unlawful.