THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Toronto, Ontario, March 10, 2022, Patriot One Technologies Inc. (TSX: PAT) (OTCQX: PTOTF) (FRANKFURT: 0PL) (“Patriot One” or the “Company”) is pleased to announce that it has entered into an engagement letter with Echelon Wealth Partners Inc. (the “Agent“), pursuant to which the Agent has agreed to conduct a marketed public offering of units (the “Units“) on a commercially reasonable efforts basis for aggregate gross proceeds to the Company of up to $10 million (the “Offering“). The Unit terms and price of the Offering will be determined in the context of the market. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
The Company has granted the Agent an option (the “Over-Allotment Option”) to increase the size of the Offering by up to 15%, exercisable in whole or in part at any time, for a period of 30 days after and including the Closing Date (as defined herein).
The Units will be offered by way of a prospectus supplement to the Company’s short form base shelf prospectus dated January 5, 2022 to be filed in all provinces and territories of Canada except Québec. The Units may also be offered in the United States on a private placement basis pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws, and in other offshore jurisdictions provided that no prospectus filing or comparable obligation arises. The Offering is expected to close on or about March 17, 2022 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange (the “TSX”) and the applicable securities regulatory authorities.
In connection with the Offering, the Company has agreed to issue or pay to the Agent: (i) a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option), other than in respect of gross proceeds raised from purchasers on the president’s list, for which the Agent will receive a commission equal to 3.5%; and (ii) an aggregate number of agent’s warrants (the “Agent’s Warrants”) equal to 7.0% of the aggregate number of Units issued pursuant to the Offering (including any Units issued upon exercise of the Over-Allotment Option), other than in respect of Units sold to purchasers on the president’s list, for which the Agent will receive Agent’s Warrants equal to 3.5%.
Patriot One intends to use the proceeds of the Offering for working capital and general corporate purposes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable state securities laws.
ON BEHALF OF THE BOARD OF PATRIOT ONE TECHNOLOGIES INC.
Chief Executive Officer and Director
About Patriot One
Patriot One makes unobtrusive, artificial intelligence (AI)-driven weapons and threat detection systems that enable arenas, casinos, schools, theaters and other businesses to provide unprecedented safety while also improving the patron experience. The company’s Multi-Sensor Gateway enables companies to covertly screen for weapons at points of entry without disrupting the flow of traffic, and its AI-based Video Recognition Software enables venue and building operators to identify weapons and other threats inside and outside of facilities, while also providing valuable intelligence for optimizing operations. Follow us on Twitter @patriot1tech.
For further information, please contact:
Forward Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements”. Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, the Company’s limited operating history and lack of historical profits; risks related to the Company’s business and financial position; fluctuations in the market price of the Common Shares; that the Company may not be able to accurately predict its rate of growth and profitability; risks related to the COVID-19 pandemic and its impact on the Company, economic conditions, and global markets; the failure of the Company and/or the Agent to satisfy closing conditions to the Offering; the failure of the Company to satisfy certain TSX listing requirements; the failure of the Company to use any of the proceeds received from the Offering in a manner consistent with current expectations; reliance on management; the Company’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with research and development institutions, clients and suppliers. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. 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 forward-looking statements. The Company has no obligation to update any forward looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.