Tortola, British Virgin Islands – TraceSafe Inc. (the “Company”) (CSE: TSF) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (the "Agent") to act as lead agent and sole bookrunner (on its own behalf and on behalf of a syndicate of agents which may be formed) to sell, by way of private placement on a commercially reasonable efforts basis, up to 10,000,000 units of the Company (each, a "Unit"), at a price of $1.00 per Unit (the "Issue Price") for gross proceeds of up to $10,000,000 (the “Offering”).
Each Unit will consist of one common share (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share (a "Warrant Share") at an exercise price of $1.50 per Warrant Share for a period of twenty four months from closing of the Offering (the "Closing Date"). If, at any time following the date that is four months and one day from the Closing Date, the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange is greater than $2.50 per Common Share for each of the preceding 10 consecutive trading days, the Company shall have the right to accelerate the exercise of the Warrants at the Exercise Price. If the Company exercises its Warrant acceleration right, the new expiry date of the Warrants shall 30 days following the notice of such exercise.
The Company intends to use the net proceeds of the Offering to purchase TraceSafe inventory and software, for sales and marketing and general corporate and working capital purposes.
The Company will, upon closing of the Offering, (i) pay the Agent a cash commission equal to up to 6.0% of the aggregate gross proceeds of the Offering; (ii) issue to the Agent warrants (the "Compensation Warrants") to acquire that number of Units which is equal to 6.0% of the aggregate number of Units sold under the Offering at an exercise price equal to the Issue Price for a period of twenty-four months from the Closing Date; and (iii) pay the Agent a corporate finance fee in Units which is equal to 2.0% of the aggregate number of Units sold under the Offering.
Pursuant to the terms of the Offering, the Agent has been granted an option to arrange for the sale of up to an additional 1,500,000 Units at the Issue Price for additional gross proceeds to the Company of up to $1,500,000 on the same terms as the Offering, which option is exercisable by the Agent at any time at least two business days prior to the Closing Date.
The Company expects to close the Offering on or about July 16, 2020. All securities issued pursuant to the Offering will be subject to a four-month and one day hold period in accordance with applicable Canadian securities laws.
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 U.S. Securities Act of 1933 (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 (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 an exemption from such registration is available.
About TraceSafe Inc.
TraceSafe is a full suite of real-time location management services and contact tracing solutions enabled through advanced bluetooth beacons in a variety of form factors. TraceSafe’s leading cloud management solution ensures both user privacy and comprehensive administrative control. TraceSafe is deployed in mission critical quarantine applications around the world in partnership with leading governments. In addition to their government work, TraceSafe is developing leading edge solutions for Enterprise, Healthcare, and large-scale venue management.