In the news release, Engagement Labs Announces Private Placement
of up to CDN$2,000,000 in Units
Co-Led by Gravitas Securities and Echelon Wealth Partners, issued
24-Jul-2018 by Engagement Labs over
PR Newswire, we are advised by the company that the headline should
read "Announces Prospectus Offering" rather than "Announces Private
Placement"; and the first paragraph, first sentence should read,
"...have agreed to sell on a commercially reasonable efforts basis
by short form prospectus..." The complete, corrected release
follows:
Engagement Labs Announces Prospectus Offering of up to
CDN$2,000,000 in Units Co-Led by Gravitas Securities and Echelon
Wealth Partners
MONTREAL, July 24, 2018 /CNW/ -- Engagement Labs Inc.
(TSX-V: EL) (the "Company" or "Engagement Labs") has entered into
an agreement with Gravitas Securities Inc. ("GSI") and Echelon
Wealth Partners Inc. ("Echelon", and together with GSI, the
"Co-Lead Agents") on behalf of sub-agents (collectively, the
"Agents"), pursuant to which the Agents have agreed to sell on
a commercially reasonable efforts basis by short form prospectus,
up to 40,000,000 units of the Company (the "Units") at a price of
CDN$0.05 per Unit (the "Offering
Price") for aggregate gross proceeds to the Company of up to
CDN$2,000,000 (the "Offering"). Each
Unit will be comprised of one common share of the Company and
one-half of one common share purchase warrant (each whole common
share purchase warrant, a "Warrant"). Each Warrant will entitle the
holder thereof to purchase one common share of the Company (a
"Warrant Share") at a price of CDN$0.08 per Warrant Share for a period of 24
months following the Closing Date (as defined below).
The Warrants will be subject to an acceleration right (the
"Warrant Acceleration Right") if in any twenty (20) consecutive
trading days, beginning on the date following the Closing Date, the
daily volume weighted average trading price of the Company's common
shares on the TSX Venture Exchange is greater than CDN$0.25 per share. If the Company exercises its
Warrant Acceleration Right, the new expiry date of the Warrants
will be the 30th day following the notice of such exercise.
The Company has also agreed to grant the Agents an
over-allotment option to purchase up to an additional 6,000,000
Units at the Offering Price, exercisable in whole or in part, for a
period ending 30 days from and including the Closing Date. In the
event the over-allotment option is exercised in full, the aggregate
gross proceeds of the Offering will be CDN$2,300,000.
The Units will be offered in each of the provinces of
British Columbia,
Alberta, Manitoba and Ontario by short form prospectus. The Units
are expected to be sold to United
States purchasers on a private placement basis pursuant to
an exemption from the registration requirements under Rule 144A of
the United States Securities Act, and in those jurisdictions
outside of Canada and the United States which are agreed to by the
Company and the Co-Agents, where such Units can be issued on a
private placement basis, exempt from any prospectus, registration
or other similar requirements. The Company has received commitments
from two United States residents
that are also insiders of the Company to purchase on a non-brokered
private placement basis US$275,000 in
Units on the Closing Date (defined below) based on the then
prevailing CAD/U.S. exchange rate (the "Concurrent U.S. Private
Placement"). These subscribers, as non-Canadian residents,
are not eligible to purchase Units under the Offering and will
therefore be subject to a four month hold period on first trades in
Canada and a minimum six month
hold period in the United States.
Assuming completion of the Concurrent U.S. Private Placement for
aggregate total proceeds of US$275,000, at the current CAD/U.S. exchange rate
of 1.33, the total number of Common Shares and Warrants issuable on
a private placement basis will be 7,315,000 Common Shares and
3,657,500 Warrants, respectively.
Participation by the insiders in the Concurrent U.S. Private
Placement is anticipated to be exempt from the valuation and
minority shareholder approval requirements of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101") by virtue of the exemptions
contained in Sections 5.5(b) and 5.7(1)(b) of MI 61-101.
The Offering is expected to close on or about August 14, 2018 (the "Closing Date") and is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the
TSX Venture Exchange and the issuance of a receipt for a final
short form prospectus.
The Company intends to use the net proceeds from the Offering
and the Concurrent U.S. Private Placement for working capital and
general corporate purposes.
The Company also announced that it has received final approval
from the TSX Venture Exchange for its RSA Plan approved by
shareholders at the Annual and Special Meeting of Shareholders held
on February 21, 2018. Particulars of
the RSA Plan may be found in the Management Information Circular of
the Company filed on www.sedar.com on January 29, 2018.
NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities of Engagement
Labs Inc. in the United States,
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful. The
securities offered have not been and will not be registered under
the United States Securities Act of 1933, as amended, or any U.S.
state securities laws and may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. Persons unless registered under the
United States Securities Act of 1933, as amended, and applicable
state securities laws or unless an exemption from such registration
is available.
About Engagement Labs
Engagement Labs (TSX-V: EL) (OTCQB: ELBSF) is an
industry-leading data and analytics firm that focuses on the entire
social ecosystem and its impact on business. The Company's
TotalSocial® platform is the only platform that combines powerful
online (social media) and offline (word of mouth) data with
predictive analytics. Engagement Labs has a proprietary ten-year
database of unique brand, industry and competitive intelligence.
The Company's cutting-edge predictive analytics uses machine
learning and artificial intelligence to reveal the social metrics
that increases marketing ROI and top line revenue for its diverse
group of clients, consisting of Fortune 500 companies.
To learn more visit www.engagementlabs.com / www.totalsocial.com
and the Company's SEDAR profile at www.sedar.com.
About TotalSocial®
TotalSocial® is a premier data and analytics platform that
provides brands with unique insights, improved marketing ROI and
strategies to grow revenue. Fueled by actionable online and offline
data, TotalSocial is the only platform that encompasses and listens
to the entire social ecosystem. TotalSocial offers unique,
proprietary data about brands, its industry and competitors. With
cutting-edge diagnostics, patent- pending predictive analytics and
machine learning, TotalSocial identifies business opportunities and
provides recommendations and a roadmap to grow revenue and achieve
business and marketing goals.
About Gravitas Securities Inc.
Gravitas Securities is a leading and prominent capital markets
and wealth management firm comprised of tactical individuals known
for their sophisticated sector expertise, commitment to excellence,
and a global platform committed to integration and innovation.
Gravitas provides a wide range of investment services for retail
and corporate clients globally with offices in Toronto and Vancouver, and is represented in the United States through its FINRA
representative, Gravitas Capital International, in New York.
Gravitas Securities Inc. is a member of IIROC and CIPF.
Disclaimer in regard to Forward-looking Statements
Certain statements included herein constitute "forward-looking
statements" within the meaning of applicable securities laws. Such
forward-looking statements include, without limitation, the
completion of the Offering and the Concurrent U.S. Private
Placement, the timing of the Closing Date, the gross proceeds of
the Offering and the Concurrent U.S. Private Placement, regulatory
approval of the Offering and the Concurrent U.S. Private Placement
and the use of the net proceeds, if any, of the Offering and the
Concurrent U.S. Private Placement. Forward-looking statements
are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management at this time, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. Investors are
cautioned not to put undue reliance on forward-looking statements.
Additional risks and uncertainties regarding Engagement Labs are
described in its publicly-available disclosure documents, filed by
Engagement Labs on SEDAR (www.sedar.com) except as updated herein.
The forward-looking statements contained in this news release
represent the Company's expectations as of the date of this news
release, or as of the date they are otherwise stated to be made,
and subsequent events may cause these expectations to change.
Except as required by law, Engagement Labs does not intend, and
undertakes no obligation, to update any forward-looking statements
to reflect, in particular, new information or future events.
Neither 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.
For media inquiries please contact:
KCSA Strategic Communications, ktumino@kcsa.com /
asingh@kcsa.com 212-896-1252 / 212-896-1207
Ed Keller, CEO, Engagement Labs,
Ed.keller@engagementlabs.com, 732.846.6800
SOURCE Engagement Labs