NSCI Nanalysis Scientific Corp

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, AB, March 6, 2024 /CNW/ - Nanalysis Scientific Corp. (TSXV: NSCI) (the "Company" or "Nanalysis Scientific") is pleased to announce a best efforts prospectus exempt offering (the "Offering") of up to 11,111,111 units (the "Units") of the Company at a price of $0.45 per Unit (the "Issue Price") for gross proceeds of up to $5,000,000, pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"). There is an offering document relating to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and at www.nanalysis.com.  Prospective investors should read this offering document before making an investment decision.

Each Unit will consist of one common share of the Company (each a "Common Share") and one-half of one common share purchase warrant of the Company (each full warrant, a "Warrant" and collectively the "Warrants"). Each Warrant will be exercisable at $0.65 for a period of 24 months following the closing date of the Offering, ‎provided that if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange is at ‎‎least $1.20 per Common Share for a period of ten consecutive trading days (the "Triggering ‎Event"), the expiry date of the Warrants may be ‎accelerated by the Company to a date that is not less than 30 days after the later of: (i) the date that ‎notice of such acceleration is provided to the Warrant holders; and (ii) the date of issuance of a press release disclosing the occurrence of the ‎Triggering Event.

The Offering will be conducted by Echelon Wealth Partners Inc. ("Echelon") as co-lead agent and sole bookrunner alongside Canaccord Genuity as co-lead, with a syndicate of agents, (together with Echelon, the "Agents"), and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

The Company will also be simultaneously conducting a concurrent brokered "best efforts" prospectus exempt offering of Units of the Company, on the same terms as the Offering, for gross proceeds of up to approximately $1,000,000 by way of a private placement.  The Units, including all underlying securities thereof, will be subject to a 4-month hold period as set out in National ‎Instrument 45-102 – Resale of Securities (the "Concurrent Offering").

The net proceeds of the Offering and Concurrent Offering will be used for expanding the Company's security services business, working capital including repayment of all or a portion of the Company's operating facility and general corporate purposes.

The Offering and Concurrent Offering are expected to close on or about March 20, 2024, or such other date as may be agreed upon by the Company and the Agents, and completion of the Offering and Concurrent Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Certain insiders of the Company may participate in the Concurrent Offering. Such participation would be considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction is expected to be exempt from minority approval and valuation requirements pursuant to the exemptions contained in Section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued under the Concurrent Offering nor the consideration to be paid by insiders will exceed 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.  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 the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements. 

Nanalysis trades on the TSX Venture Exchange (TSXV) with ticker symbol ' NSCI ', Over the Counter (OTC) under the ticker symbol ' NSCIF ', and on the Frankfurt Exchange (FRA) under the symbol ' 1N1 '.

Nanalysis operates two primary businesses: Scientific Equipment and Security Services. Within its Scientific Equipment business is what the Company terms "MRI and NMR for industry". The Company develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers or analyzers for laboratory and industrial markets. The NMReady-60™ was the first full-feature portable NMR spectrometer in a single compact enclosure requiring no liquid helium or any other cryogens. The Company has followed-up that initial offering with new products and continues to have a strong innovation pipeline. In 2020, the Company announced the launch of its 100MHz device, the most powerful and most advanced compact NMR device ever brought to market. 

The Company's devices are used in many industries (oil and gas, chemical, mining, pharma, biotech, flavor and fragrances, agrochemicals, law enforcement, and more) as well as numerous government and university research labs around the world. The Company continues to exploit new global market opportunities independently and with partners.  With its partners, the Company provides scientific equipment sales and maintenance services globally. 

In 2022, through its subsidiary KPrime, the Company was awarded a five-year, $160 million contract with the Government of Canada to provide maintenance services for passenger screening equipment in Canadian airports.  This has resulted in the expansion of the Company's Security Services business.  The Company is providing airport security equipment maintenance services for the Government of Canada in each province and territory of Canada.  In addition, the Company provides commercial security equipment installation and maintenance services to a variety of customers in North America. 

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law relating to: the use of net proceeds of the Offering and the Concurrent Offering, regulatory approval for the Offering and the Concurrent Offering, including TSXV Venture Exchange approval, insider participation in the Concurrent Offering, the closing date of the Offering and Concurrent Offering and other matters ancillary or incidental to the foregoing. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE Nanalysis Scientific Corp.