Rigel Amends Material Change Report

Toronto, Ontario--(Newsfile Corp. - November 6, 2020) -  Rigel Technologies Inc. (the "Company") announces a clarification and correction with respect to its previous press release dated October 15, 2020 (the "Press Release") and material change report dated October 19, 2020 (the "MCR").

As disclosed in the Press Release, the Company announced that it had closed:

• a non-brokered private placement of 500,000 units (the "Units") to raise aggregate gross proceeds of $25,000 (the "Unit Offering"), with each Unit being comprised of one (1) common share (a "Common Share") in the capital of the Company and one (1) common share purchase warrant, all as further set forth therein; and

• a debt settlement pursuant to which it issued an aggregate of 7,217,450 Common Shares at a deemed price of $0.05 per Common Share (the "Concurrent Offering").

The Company wishes to correct the disclosure in the Press Release and confirm that pursuant to the Concurrent Offering, the Company instead issued an aggregate of 7,017,450 Common Shares (and not the previously disclosed 7,217,450 Common Shares) as follows:

• (i) an aggregate of 6,078,350 Common Shares were issued to arm's length creditors at a deemed price of $0.05 per share to settle indebtedness in the aggregate amount of $303,917.50, as a result of which the following subscribers (collectively, the "Creditors") became insiders of the Company:

  • 698734 Ontario Limited - prior to the closing of the Concurrent Offering, 698734 Ontario Limited, a company wholly owned and controlled by Gary Posner, directly and indirectly, owned and controlled no Common Shares. After giving effect to the Concurrent Offering and Unit Offering, 698734 Ontario Limited, directly and indirectly, owns and controls 1,100,000 Common Shares representing approximately 12.2% of the issued and outstanding Common Shares (on a non-diluted basis);

  • 1469256 Ontario Limited - prior to the closing of the Concurrent Offering, 1469256 Ontario Limited, a company wholly owned and controlled by Robert Schwartz, directly and indirectly, owned and controlled no Common Shares. After giving effect to the Concurrent Offering and Unit Offering, 1469256 Ontario Limited, directly and indirectly, owns and controls 1,100,000 Common Shares representing approximately 12.2% of the issued and outstanding Common Shares (on a non-diluted basis);

  • Branson Corporate Services Ltd. - prior to the closing of the Concurrent Offering, Branson Corporate Services Ltd, directly and indirectly, owned and controlled no Common Shares. After giving effect to the Concurrent Offering and Unit Offering, Branson Corporate Services Ltd, directly and indirectly, owns and controls 1,967,025 Common Shares representing approximately 21.8% of the issued and outstanding Common Shares (on a non-diluted basis); and

  • FMI Capital Advisory Inc. - prior to the closing of the Concurrent Offering, FMI Capital Advisory Inc., directly and indirectly, owned and controlled no Common Shares. After giving effect to the Concurrent Offering and Unit Offering, FMI Capital Advisory Inc., directly and indirectly, owns and controls 1,911,325 Common Shares representing approximately 21.1% of the issued and outstanding Common Shares (on a non-diluted basis); and

• (ii) an aggregate of 139,100 Common Shares were issued to other arm's length creditors at a deemed price of $0.05 per share to settle indebtedness in the aggregate amount of $6,955; and

• (iii) an aggregate of 800,000 Common Shares were issued to Philip Small, Jeremy Rozen, Lior Ishai and Keith Li, each a director and/or officer of the Company (collectively, the "Insiders") at a price of $0.05 per share.

The participation by the Insiders in the Concurrent Offering constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") as a result of the fact that the Insiders are each "related parties" of the Company, as defined in such instrument. The Company is relying upon subsections 5.5(b), (c), and (g) of MI 61-101 from the formal valuation requirements, and upon subsections 5.7(1)(b) and (e) of MI 61-101 from the minority approval requirements.

The Company confirms that no "related parties" within the meaning of MI 61-101 participated in the Unit Offering.

Depending on market and other conditions, or as future circumstances may dictate, the Creditors may from time to time increase or decrease their respective holdings of Common Shares or other securities of the Company. A copy of the early warning reports for the Creditors are available on the Company's issuer profile on SEDAR at www.sedar.com. A news release is being disseminated less than 21 days in advance of the closing of the Concurrent Offering as the Company did not have prior confirmation of the participation of the Insiders therein.

FOR FURTHER INFORMATION CONTACT:

Jeremy Rozen, President and CEO
Tel: 905-883-9602
E-Mail: rozenjb@gmail.com

FORWARD-LOOKING STATEMENTS: Certain of the information contained in this news release may contain "forward-looking information". Forward-looking information and statements may include, among others, statements regarding the future plans, costs, objectives or performance of the Company or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking statements and information are based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. The Company does not intend, nor does the Company undertake any obligation, to update or revise any forward-looking information or statements contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/67705