Toronto, Ontario--(Newsfile Corp. - June 20, 2023) - Personas Social Incorporated (TSXV: PRSN) (the "Company") is pleased to announce that further to its press releases dated May 19, 2023 and May 31, 2023, the Company has completed and closed a non-brokered private placement ("Private Placement") of 19,166,666 units (the "Units") at a price of $0.06 per Unit for gross proceeds of $1,150,000. All amounts are expressed in Canadian dollars.
Each Unit consists of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant") of the Company. Each Warrant is exercisable into one Common Share at an exercise price of $0.08 for a period of 24 months from the date of issuance, subject to 30-day notice of acceleration expiry at the option of the Company at any time if, for any ten consecutive trading days during the unexpired term of such Warrants, the closing price of the Company's Common Shares on the TSX Venture Exchange is greater than $0.15. No finder's fee or commissions were provided by the Company in connection with the Private Placement.
The Company plans to use the proceeds of the Private Placement for product developments and for general corporate working capital. The Private Placement is subject to a statutory 4-month and one day hold period from the date of issuance. The Private Placement remains subject to approval by the TSX Venture Exchange and applicable securities regulatory authorities.
Mr. Mark Itwaru, the Chief Executive Officer and a Director of the Company, participated in the Private Placement and the participation by this insider in the Private Placement is considered to be a "related party transaction" as defined for the purposes of Multinational Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). This related party transaction is exempt from the formal valuation and minority approved requirements pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 respectively, as neither the fair market value of the contemplated securities being issued to directors and officers of the Company, nor the proceeds for such securities received by the Company will exceed 25% of the Company's market capitalization, as calculated in accordance with MI 61-101. The Company did not file a material change report at least 21 days prior to completion of the Private Placement as the details of the participation by the related party had not been determined at that time. The Private Placement does not result in any new insider or control person of the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Personas Social Incorporated is a Canada-based company engaged in the business of offering live video conferencing technology, live streaming, social media products and services for use by consumers and businesses, with a focus on mobile (iOS and Android) products. It focuses on providing social commerce-enabled products which allow for a monetizable user experience to all users, consumers and businesses alike. The company accomplishes this by offering products which are complete with enterprise-grade e-commerce infrastructure including multi-currency, multi-lingual, turnkey mobile commerce suites for users.
For further information, please contact:
Personas Social Incorporated
Chairman & Chief Executive Officer
This news release may contain forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the filings made by the Company with securities regulations. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.
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