Ynvisible Announces Closing of Non-Brokered Private Placement
June 27, 2025 3:57 PM EDT | Source: Ynvisible Interactive Inc.
Vancouver, British Columbia--(Newsfile Corp. - June 27, 2025) - Ynvisible Interactive Inc. (TSXV: YNV) (FSE: 1XNA) (the "Company" or "Ynvisible") announces that it has now closed its non-brokered private placement financing originally announced May 16, 2025, with respect to its offering of common shares of the Company (the "Shares", and each, a "Share") at a price of $0.22 per Share (the "Offering"). The Shares were offered for sale in accordance with applicable regulatory requirements, including National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") to purchasers resident in Canada (except Quebec) and/or other qualifying jurisdictions, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, (the "LIFE Exemption").
Under the Offering, the Company issued a total of 11,481,637 Shares to raise gross proceeds of $2,525,960.14. Net proceeds will be used to fund general and administrative needs, to accelerate sales and marketing, scale operations to deliver existing and future customer orders, invest in product innovation, and raise enterprise value.
A director of the Company (the "Insider") participated in the Offering for a total of 100,000 Shares. Such participation by the Insider constitutes a "related party transaction" for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in completing the Offering with the Insider, on the basis that the fair market value of the Shares purchased by the Insider, and the consideration for the Shares paid by the Insider, is less than 25% of the Company's current market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
The Shares issued by Ynvisible to the Insider pursuant to the Offering, are subject to an Exchange Hold Period (as such term is defined in the policies of the TSX Venture Exchange) expiring September 27, 2025, being four months and one day from the date of closing of the Offering. The balance of Shares issued under the LIFE Exemption are immediately freely tradeable under applicable Canadian securities legislation.
The Company paid aggregate cash finder's fees of $60,876.01 and issued 276,709 share purchase warrants ("Finder's Warrants") in connection with the Offering to certain brokers in accordance with applicable securities laws and as permitted by the policies of the TSX Venture Exchange. Each Finder's Warrant is exercisable at $0.22 per Finder Warrant for a term of two (2) years from the date of issuance.
The securities described herein 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 except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.
About Ynvisible
Ynvisible is disrupting the low-cost and ultra-low-power display industry thanks to the latest advantages in sustainable electronics and roll-to-roll printing production. Ynvisible's printed e-paper displays are ideal for low-power and cost-sensitive applications, such as digital signage, smart monitoring labels for supply chain and logistics, visual indicators for medical and diagnostics, or retail labels and signage. Ynvisible has experience, know-how, and intellectual property in electrochromic materials, inks, and systems, and offers a mix of services, technology and products to brand owners developing smart objects and IoT products. Additional information on Ynvisible is available at www.ynvisible.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Ramin Heydarpour
CEO and Executive Chairman
Ynvisible Interactive Inc.
For further information, please contact:
Investor Relations
+1 778-683-4324
ir@ynvisible.com
Public Relations
pr@ynvisible.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains certain statements that may be deemed "forward-looking" statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Ynvisible Interactive Inc. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements.
Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Private Placement. 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 include: the proceeds of the Private Placement may not be used as stated in this news release; the ongoing availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, and other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described in the Company's most recently filed Management's Discussion and Analysis.
Forward-looking statements are based on the beliefs, estimates and opinions of the management of Ynvisible Interactive Inc. on the date the statements are made. Except as required by law, Ynvisible Interactive Inc. undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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