NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
VANCOUVER, BRITISH COLUMBIA – (July 7, 2017) – Patriot One Technologies Inc. (the “Company”) (TSX VENTURE: PAT) (OTCQB: PTOTF) (FRANKFURT: 0PL) is pleased to announce that it has received final TSX Venture approval of the Special Warrant financing (the “Offering”) previously announced on June 14, 2017. Closing of the Offering is expected to occur next week.
Canaccord Genuity Corp. acted as lead agent under the Offering (the “Agent”). The Agent exercised the over-allotment option granted to it by the Company and, along with its syndicate members, sold 6,612,500 Special Warrants at a price of $0.70 per Special Warrant for gross proceeds of $4,628,750.00.
Each Special Warrant not previously exercised will be automatically exercised, without payment of additional consideration, on the earlier of: (i) the Qualification Deadline (as defined below); and (ii) the third business day after the Prospectus Qualification (as defined below). The holders of Special Warrants will receive, upon such automatic exercise, for no additional consideration, one unit of the Company (a “Unit”) for each Special Warrant held. Each Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one common share of the Company at an exercise price of $1.25 for a period of 36 months from the date of closing of the Offering.
The Company has agreed to use its best efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the Units upon exercise of the Special Warrants (the “Prospectus Qualification”) on or before the date that is 45 days following closing of the Offering (the “Qualification Deadline”). If the Prospectus Qualification does not occur before the Qualification Deadline, each holder shall be entitled to receive, without payment of additional consideration, 1.05 Units per Special Warrant. Unless the Prospectus Qualification occurs, securities issued in connection with the Offering will be subject to a four month hold period from the date of issue.
The Company intends to use the net proceeds of the Offering to fund international expansion, accelerate deployment of its technology and for general corporate purposes.
Pursuant to the Agency Agreement among the Agent, Mackie Research Capital Corporation and the Company that will be executed on closing of the Offering, the Agent will receive 7.0% of aggregate gross proceeds of the Offering (less that portion of the fee taken in Special Warrants as set out below) and a cash corporate finance fee of $37,500.00. In addition, the Agent will receive the following securities:
- 32,250 Special Warrants with the same terms as the Special Warrants sold under the Offering;
- Broker Special Warrants equal to 7.0% of the number of Special Warrants sold under the Offering. Each Broker Special Warrant is convertible into Broker Warrants. The Broker Warrants are exercisable into common shares of the Company at an exercise price of $1.00 per common share, at any time up to 36 months following the closing of the Offering; and
- 53,572 Corporate Finance Special Warrants convertible into common shares of the Company at a deemed price of $0.70 per common share.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Patriot One Technologies, Inc. (TSX VENTURE: PAT) (OTCQB: PTOTF) (FRANKFURT: 0PL):
Patriot One has developed PATSCAN CMR™ the next generation of its award-winning Patriot One Technologies™ NForce CMR1000 software and radar solution. PATSCAN CMR is a first-of-its-kind Cognitive Microwave Radar concealed weapons detection system as an effective tool to combat active shooter threats before they occur. Designed for cost-effective deployment in weapon-restricted buildings and facilities, the Patriot One software solution and related hardware can be installed in hallways and doorways to covertly identify weapons and to alert security of an active threat entering the premises. Owner/operators of private and certain public facilities can now prominently post anti-weapons policies with compliance assured. The Company’s motto Deter, Detect and Defend is based on the belief that widespread use of its technology will act as an effective deterrent, thereby diminishing the epidemic phenomena of active shooters across the globe. For more information, visit: www.patriot1tech.com. Patriot One Technologies are proud winners of the 2017 Anti-Terrorism / Force Protection category of the Security Industry Association’s New Product Showcase at ISC West.
CAUTIONARY DISCLAIMER STATEMENT:
No Securities Exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to the timing and completion of the Offering, the use of proceeds of the Offering and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.