TSX-V: ANTI.P
VANCOUVER, March 7, 2019 /CNW/ - Antera Ventures I
Corp. (the "Company") is pleased to
announce that it has closed its previously announced private
placement financing of 4,491,255 common shares (the "Common
Shares") for gross proceeds of $494,038.05 (the "Offering").
Pursuant to the Offering, $475,250.05 of the gross proceeds of the Offering
was raised under the terms of an agency agreement (the "Agency
Agreement") dated March 7, 2019
(the "Brokered Component") entered into among the Company
and Haywood Securities Inc. (the "Agent") and $18,788 was raised on a non-brokered basis (the
"Non-Brokered Component").
Under the Brokered Component of the Offering, the Agent received
cash commissions equal to $42,772.50
in consideration of its services.
Insiders of the Company subscribed for all 170,800 Common Shares
issued pursuant to the Non-Brokered Component. As a result, the
issuances of Common Shares to insiders pursuant to the Non-Brokered
Component is considered related party transactions within the
meaning of TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company relied on
exemptions from the formal valuation and minority approval
requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in
respect of such insider participation, based on a determination
that the fair market value of the participation in the Non-Brokered
Component by insiders did not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI
61-101. The Company will file a material change report in respect
of the related party transaction less than 21 days prior to the
closing of the Offering, which the Company deemed reasonable in the
circumstances so as to be able to avail itself of the proceeds of
the Non-Brokered Component in an expeditious manner.
Net proceeds from the Offering are expected to be used to fund
the search for a Qualifying Transaction (as defined under Policy
2.4 of the TSX Venture Exchange ("TSXV")) and for working
capital and for general corporate purposes.
The Offering remains subject to the final approval of the TSXV.
All securities issued in connection with the Offering will be
subject to a four-month hold period in accordance with applicable
Canadian securities laws.
About Antera Ventures I Corp.
The Company is designated as a Capital Pool Company under TSXV
Policy 2.4. The Company has not commenced commercial
operations and has no assets other than cash. The purpose of
the Offering is to provide the Company with additional funds to
identify and evaluate businesses or assets with a view to
completing a Qualifying Transaction. Any proposed Qualifying
Transaction must be approved by the TSXV and, in the case of a
non-arm's length Qualifying Transaction, must also receive majority
approval of the minority shareholders. Until the completion
of a Qualifying Transaction, the Company will not carry on any
business other than the identification and evaluation of businesses
or assets with a view to completing a proposed Qualifying
Transaction.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell 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 or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
The information in this news release includes certain
information and statements about management's view of future
events, expectations, plans and prospects that constitute forward
looking statements. These statements are based upon assumptions
that are subject to significant risks and uncertainties. Because of
these risks and uncertainties and as a result of a variety of
factors, the actual results, expectations, achievements or
performance may differ materially from those anticipated and
indicated by these forward looking statements. Forward-looking
statements in this news release include, but are not limited to,
the final approval of the TSXV for the Offering and the ability of
the Company to complete a Qualifying Transaction. Any number of
factors could cause actual results to differ materially from these
forward-looking statements as well as future results. Although the
Company believes that the expectations reflected in forward looking
statements are reasonable, it can give no assurances that the
expectations of any forward looking statements will prove to be
correct. Except as required by law, the Company disclaims any
intention and assumes no obligation to update or revise any forward
looking statements to reflect actual results, whether as a result
of new information, future events, changes in assumptions, changes
in factors affecting such forward looking statements or
otherwise.
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.
SOURCE Antera Ventures I Corp.