CALGARY,
AB, April 21, 2023 /CNW/ - Nanalysis
Scientific Corp. ("Nanalysis" or the "Company", TSXV:
NSCI, OTCQX: NSCIF, FRA: 1N1) is pleased to announce that it
intends to complete a non-brokered private placement (the
"Offering") of up to 5,833,333 units of the Company (the
"Units") at a price of $0.60
per Unit for aggregate gross proceeds of up to $3,500,000.
Nanalysis CEO and Founder Sean
Krakiwsky states, "As we enter into the final stages of
rolling out the $160 million CATSA
Airport service contract, we wanted to be prudent and bolster our
balance sheet. As I've stated publicly before, we are
building a fully vertically integrated scientific instrumentation
company. This vision includes a scaled-up service organization, and
the CATSA contract accelerates that aspect of our vision. In
addition, this opportunity will increase our base revenue, move us
towards profitability, and eventually we will marry that business
unit with our benchtop NMR, high field NMR, and MRI business, which
all increasingly require a revenue generating service organization.
This particular contract will be a stable source of revenue for
five years, and potentially much longer. I want to thank the many
of our long term shareholders and stakeholders for stepping up and
making this happen."
Each Unit will consist of one common share in the capital of the
Company (a "Common Share") and one Common Share
purchase warrant (a "Warrant"). Each Warrant will entitle
the holder thereof to purchase one Common Share at a price of
$0.80 per Common Share (the
"Warrant Exercise Price") at any time up to
4:00 p.m. (Calgary time) on or before the date that is
one year following the closing date of the Offering.
The completion of the Offering will be subject to acceptance of
the Offering by the TSX Venture Exchange. The Offering may be
closed in one or more tranches, it is anticipated that an initial
closing of the Offering to occur on or about April 25, 2023, subject to satisfaction of all
closing conditions. The Units, including all underlying securities
thereof, will have a hold period of four months and one day from
the date of issue. The net proceeds of the Offering will be used by
the Company for working capital purposes. The Company may pay a
finder's fee of up to 7% on parts of proceeds of the Offering in
relation to purchasers introduced to the Company by registered
investment advisors, payable in cash.
Certain insiders of the Company may participate in the Offering,
but such insiders will only participate in the second closing, not
the first. 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 Offering nor
the consideration to be paid by insiders will exceed 25% of the
Company's market capitalization.
About Nanalysis Scientific Corp.
(TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1)
Nanalysis' business is what we term "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 Nanalysis announced the launch
of its100MHz device,the most powerful and most advanced compact NMR
device ever brought to market.
Nanalysis' 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.
In 2022 the Company acquired K'(Prime) Technologies Inc.
(KPrime), a North American sales and service company of over 40
individuals who cover scientific instrumentation for pharma, food,
chemical and oil & gas customers, as well as imaging systems
for security applications.
Additionally in 2022, the Company acquired a 43% ownership in
Quad Systems AG ("Quad Systems"), a Zurich-based Nuclear
Magnetic Resonance (NMR) company focused on high-field NMR for
pharmaceutical and other vertical markets.
Notice regarding Forward Looking
Statements and Legal Disclaimer
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,
regulatory approval for the Offering and insider
participation in the Offering and other matters ancillary or
incidental to the foregoing.
All statements included herein, other than statements of
historical fact, may be forward-looking information and such
information involves various risks and uncertainties.
Forward-looking information is often, but not always, identified by
the use of 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.
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SOURCE Nanalysis Scientific Corp.