Toronto, Ontario--(Newsfile Corp. - October 11, 2022) - SoLVBL Solutions Inc. (CSE: SOLV) (OTCQB: SOLBF) ("SoLVBL" or the "Company"), an innovative cybersecurity company that provides immutable data authentication using advanced cryptography on a SaaS based model, is pleased to announce its intention to complete a non-brokered private placement (the "Private Placement") of up to 15,000,000 units of SoLVBL ("Units") at a purchase price of $0.05 per Unit for aggregate gross proceeds of up to $750,000. Each Unit will consist of one common share of the Company ("Common Share") and one Common Share purchase warrant, with one whole warrant entitling the holder to purchase one additional Common Share (the "Warrant Share") of the Company at a purchase price of $0.12 per Warrant Share for a period of (24) twenty-four months from the date of closing (the "Offering"). This capital injection will further strengthen the Company's balance sheet as SoLVBL approaches profitability.
The Private Placement is expected to include subscriptions, either directly or indirectly, from certain SoLVBL Senior Management and Insiders for an expected aggregate amount of up to 15% and it is also anticipated that the Private Placement will include subscriptions from strategic investors throughout North America and the United Kingdom comprising of key executives from the film, media & digital entertainment industries.
Kaiser Akbar, President & CEO of SoLVBL stated: "The opportunity to add strategic investors from a diverse set of synergistic industries should be seen as not only recognition of the value of SoLVBL's strategic business positioning within its core market but also a reflection of the investment opportunity that supports our hyper growth trajectory whilst providing greater balance sheet support as we approach profitability"
The Company may pay a finder's fee in connection with the Private Placement to eligible finders comprised of: (i) a fee payable in cash equal to up to 8.0% of the gross proceeds raised in the Private Placement from investors introduced by the applicable finder; and (ii) such number of transferrable warrants (the "Finder's Warrants") that is equal to up to 8.0% of the number of units sold to investors introduced by such finder. Each Finder's Warrant will be exercisable into one common share of the Company at a price equal to $0.12 per share for a period of (24) twenty-four months from issuance.
The completion of the Offering, including the issuance of any finders' fee, is subject to certain customary conditions, including the receipt of all necessary regulatory approvals and acceptance of the Canadian Securities Exchange (the "CSE")
Insider participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). SoLVBL will rely on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively. Neither the fair market value of the Common Shares to be purchased by insiders nor the fair market value of the consideration to be paid for by them will exceed 25% of SoLVBL's market capitalization.
Pursuant to Canadian securities laws, any securities issued in the Offering will be subject to a hold period of (4) four months plus one day from the date of issuance.
SoLVBL Solutions Inc.
SoLVBL is an innovative cybersecurity and data authentication company. The Company's mission is to empower, better, faster decisions by developing a universal standard for establishing digital record authenticity. Q by SoLVBL™, is a proprietary technology platform of the Company, designed to be easy to use and adopt, economically priced and provide digital record authentication at very high speed. Q by SoLVBL™ allows organizations to establish trust in their data. The Company is currently pursuing the following verticals: chain of custody for digital evidence; including, NG-911, data used in the financial sector, medical applications and critical IoT infrastructures.
For Further Information, Contact:
SoLVBL Solutions Inc.
Kaiser Akbar, President & CEO
100 King Street West, Suite 5700
Toronto, ON, M5X 1C7
Cautionary Note Regarding Forward-looking Information
The CSE has neither approved nor disapproved the contents of this press release.
NEITHER THE CSE NOR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the ability of the Company to successfully achieve its business objectives, including, the implementation and success of Q by SoLVBL™, and expectations for other economic, business and/or competitive, factors. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, SoLVBL assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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