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Toronto, Ontario, March 17, 2022, Patriot One Technologies Inc. (TSX: PAT) (OTCQX: PTOTF) (FRANKFURT: 0PL) (“Patriot One” or the “Company”) announces that it has closed the previously announced public offering (the “Offering”) conducted through Echelon Wealth Partners Inc. (the “Agent”) as sole agent and bookrunner.
Pursuant to the Offering, the Company issued 10,743,450 units (the “Units”) at a price of $0.60 per Unit, for total gross proceeds of $6,446,070. Each Unit consists of a common share of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one Common Share until March 17, 2025 at an exercise price of $0.75, subject to adjustment in certain events.
In connection with the Offering, the Agent received a cash fee of $439,310 and 732,183 common share purchase warrants (each, an “Agent’s Warrant”). Each Agent’s Warrant is exercisable into one Common Share at an exercise price of $0.60 until March 17, 2024.
Patriot One intends to use the proceeds of the Offering for working capital and general corporate purposes.
Certain directors and senior officers of the Company participated in the Offering by purchasing an aggregate of 148,400 Units. Accordingly, the Offering constituted to that extent a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the Company’s directors and officers does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
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.
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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 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.