Rigel Closes Non-Brokered Private Placement and Settles Debt

Toronto, Ontario--(Newsfile Corp. - October 15, 2020) - Rigel Technologies Inc. (the "Company") is pleased to announce that it closed a non-brokered private placement of units (the "Units") through the issuance of 500,000 Units for aggregate gross proceeds of $25,000 (the "Offering"). Each Unit is comprised of one (1) common share (a "Common Share") in the capital of the Company and one (1) common share purchase warrants (a "Warrant"). Each Warrant entitles the holder thereof to purchase one (1) additional common share (a "Warrant Share") of the Company at a price of $0.05 per Warrant Share for a period of 24 months from the date of issuance, subject to certain acceleration provisions.

The Company further wishes to announce that it has settled an aggregate of $360,872.50 of indebtedness owed to certain arms-length and non-arms-length creditors through the issuance of an aggregate of 7,217,450 common shares (each, a "Debt Share") of the Company at a price of $0.05 per Debt Share (the "Debt Settlement").

All Common Shares and Debt Shares issued in connection with the Offering and Debt Settlement are subject to a statutory hold period of four months plus a day from October 14, 2020 in accordance with applicable securities legislation.

698734 Ontario Limited, 1469256 Ontario Limited Branson Corporate Services Ltd. and FMI Capital Advisory Inc. (collectively, the "Creditors"), have today filed their early warning reports advising of the Creditors holdings in the Company. The Creditors and the Company entered into debt conversion agreements on September 1, 2020 (the "Debt Conversion Agreements"), pursuant to which the Creditors agreed to accept Debt Shares at a deemed issued price of $0.05 per Debt Share, in full settlement of $303,917.50 of aggregate indebtedness owing to the Creditors by the Issuer (the "Transaction"). The Transaction closed on October 14, 2020.

Prior to the closing of the Transaction, 698734 Ontario Limited, directly and indirectly, owned and controlled no common shares of the Company. After giving effect to the Transaction, 698734 Ontario Limited, directly and indirectly, owns and controls 1,100,000 common shares representing approximately 11.9% of the issued and outstanding common shares of the Company.

Prior to the closing of the Transaction, 1469256 Ontario Limited, directly and indirectly, owned and controlled no common shares of the Company. After giving effect to the Transaction, 1469256 Ontario Limited, directly and indirectly, owns and controls 1,100,000 common shares representing approximately 11.9% of the issued and outstanding common shares of the Company.

Prior to the closing of the Transaction, Branson Corporate Services Ltd, directly and indirectly, owned and controlled no common shares of the Company. After giving effect to the Transaction, Branson Corporate Services Ltd, directly and indirectly, owns and controls 1,967,025 common shares representing approximately 21.3% of the issued and outstanding common shares of the Company.

Prior to the closing of the Transaction, FMI Capital Advisory Inc, directly and indirectly, owned and controlled no common shares of the Company. After giving effect to the Transaction, FMI Capital Advisory Inc., directly and indirectly, owns and controls 1,911,325 common shares representing approximately 20.7% of the issued and outstanding common shares of the Company.

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 are available on the Company's issuer profile on SEDAR at www.sedar.com.

The Debt Settlement constituted a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as certain insiders of the Company acquired an aggregate 6,878,350 common shares. The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 due to the fact that the Company is in financial hardship. A material change report will be filed less than 21 days before the closing date of the Debt Settlement. This shorter period is reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities.

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/66023

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