DELTA, BC / ACCESSWIRE / July 8, 2019 / George Graham, CEO, ATI AirTest Technologies Inc. (TSXV: AAT) (the "Company" or "AirTest") is pleased to announce that the Company is proposing to conduct a non-brokered private placement offering (the "Offering") of up to 5,000 units (each, a "Unit") at a price of $1,000 per Unit to raise aggregate proceeds of up to $5,000,000. Each Unit will be comprised of an unsecured non-convertible and non-transferable debenture (each, a "Debenture") and 1,000 common shares (each, a "Share") of the Company. The Debenture will have a value of $1,000 per unit and the Debenture holder will also receive 1,000 bonus Common Shares from the Company that will have a value of $0.05 each for a total bonus value of $50.00 per unit. The Debentures will have a term of approximately thirty-six (36) months, with a maturity date of July 10, 2022, and will bear an interest rate of 8% per annum payable on a monthly basis.
The Company plans to use the proceeds to eliminate outside financing of accounts receivable and purchases from suppliers and for general working capital.
The completion of the Offering is subject to certain conditions, including a minimum subscription threshold, which requires at least 2,500 Units be subscribed for at the date of closing of the Offering (the "Closing Date"). The Offering is also subject to the approval of the TSX Venture Exchange.
The Shares will be subject to a statutory hold period expiring on the date that is four (4) months and one day from the Closing Date. The Debentures are not and will not be listed on any stock exchange or market.
The Company has engaged P2P Financial Inc., doing business as The OCMX ("The OCMX"), an exempt market dealer registered in the provinces of Ontario, Quebec, Manitoba, Alberta and British Columbia, to effect sales of the Units or to find purchasers of the Units. In connection with its efforts, The OCMX is entitled to receive 4% of the gross proceeds of the sale of the Units to purchasers introduced by The OCMX. The OCMX will also be entitled such number of broker warrants that is equal to 4% of the gross proceeds from the sale of Units to purchasers introduced by The OCMX divided by the market price of the Shares on the Closing Date.
The Company intends to make the Offering by way of private placement in Canada, but the Units may be offered in other jurisdictions where they can be issued exempt from any prospectus, registration or other similar requirements.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Shares or Debentures in the United States. These 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 a United States persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
AirTest is a green-tech company specializing in sensors that improve commercial building operating efficiency and at the same time create energy savings. These sensors are all based on technical innovations developed in the last ten years and comprise a growing second wave of energy saving technologies that will make a significant contribution to the Sustainable Buildings Program. AirTest offers its products to leading-edge building owners, contractors and energy service companies targeting the buildings market. AirTest also provides energy cost reduction solutions to building equipment and controls manufacturers who incorporate AirTest sensor components in their products.
Further information on these products is now available on AirTest's website www.airtest.com
For further information, please contact:
Mr. George Graham, President
Phone: (604) 517 3888
Fax : (604) 517 3900
Legal Notice Regarding Forward Looking Statements
This news release contains certain forward looking statements and information (collectively, the "forward looking statements") within the meaning of applicable Canadian securities laws, including, without limitation, the ability of the Company to obtain the minimum number of subscribers required to complete the Offering, the Company obtaining the approval of the TSX Venture Exchange and the ability of the Company to use the proceeds raised for their intended purpose. Forward looking statements are projections of financial performance or future events. Forward looking statements can be identified by the use of words such as "expect", "anticipate", "intend", "plan", "believe", "estimate" and words of similar meaning. Forward looking statements are based on management's current expectations and assumptions and they are subject to risks that may cause actual results to differ materially from those expressed or implied by such forward looking statements. Risks that may prevent or delay the forward looking statements from coming to fruition as anticipated include the availability of working capital, risk inherent in product development, as well as market factors that may increase costs of time to market. It is our policy not to update forward looking statement except to the extent required under applicable securities laws. Further information about the Company is available at www.sedar.com or at the Company's website, www.airtest.com.
Neither the 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.
SOURCE: ATI AirTest Technologies Inc.
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