Personas Social Incorporated (TSX.V: PRSN) (OTCQB: PKSLF) (the “Company”) is pleased to announce a non-brokered private placement offering of up to 3,000,000 units (“Unit“) at a price of CDN $0.05 per Unit for aggregate gross proceeds of up to CDN $150,000. Each Unit will consist of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant (a “Warrant“). Each whole Warrant issued under this equity financing will entitle the holder to acquire one additional Common Share at a price of $0.075 for a period of 12 months from the date of issuance. The Warrants will include an acceleration clause to the effect that if at any time the daily volume weighted average closing price of the Common Shares on the TSX Venture Exchange is $0.15 or more for a period of ten (10) consecutive days, the Company will be entitled to notify all holders of Warrants of its intention to force the exercise of the Warrants and to issue a press release to such effect, following which the holders of Warrants shall have thirty (30) days from the date of the press release to exercise the Warrants. All of the Common Shares and Warrants issued in connection with this financing will be subject to a statutory four-month hold period in accordance with applicable securities laws. The proceeds raised under this financing are expected to be used to support the Company’s product development, online platforms and for general working capital purposes.
Closing of this private placement is expected to occur in one or more tranches and is subject to receipt of approval from the TSX Venture Exchange.
The securities to be offered pursuant to the offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
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.
Forward Looking Statements
This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe,” “estimate,” “project,” “expect”, “plan”, “intend”, “anticipates”, “projects”, “potential” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Forward-looking statements are statements that are not historical facts. 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 are risks detailed from time to time in the filings made by the Company with securities regulations. 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 Canadian securities law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.
Personas Social Incorporated
Chairman & Chief Executive Officer