/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, March 14,
2022 /CNW/ - Patriot One Technologies Inc. (TSX: PAT)
(OTCQX: PTOTF) (FRANKFURT: 0PL)
("Patriot One" or the "Company") is pleased to
announce that it has priced its previously announced public
offering (the "Offering"). The Company has entered into an
Agency Agreement with Echelon Wealth Partners Inc.
("Echelon") pursuant to which Echelon has agreed to act as
the agent to conduct the Offering on a commercially reasonable best
efforts basis. Echelon may appoint other registered investment
dealers to form a selling group.
Pursuant to the Offering, the Company intends to issue up to
16,666,667 Units at a price of $0.60
per Unit for gross proceeds of up to $10,000,000.20. Each Unit will consist of a
common share of the Company (each, a "Common Share") and one
common share purchase warrant (each, a "Warrant").
Each Warrant will be exercisable into one common share (each, a
"Warrant Share") for a period of 36 months from the closing
of the Offering at an exercise price of $0.75, subject to adjustment in certain events.
The Offering is expected to close on or about March 17, 2022 (the "Closing Date") and is
subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory and stock exchange approvals,
including the approval of the Toronto Stock Exchange (the
"TSX") and the applicable securities regulatory
authorities.
The Company has granted the Agent an option (the
"Over-Allotment Option") to increase the size of the
Offering by up to 9.9%, exercisable in whole or in part at any
time, for a period of 30 days after and including the Closing Date
(as defined herein).
The Units will be offered by way of a prospectus supplement to
the Company's short form base shelf prospectus dated January 5, 2022 (together, the
"Prospectus") to be filed in all provinces and territories
of Canada except Québec. The Units
may also be offered in the United
States on a private placement basis pursuant to applicable
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the "1933 Act") and
applicable state securities laws, and in other offshore
jurisdictions provided that no prospectus filing or comparable
obligation arises.
In connection with the Offering, the Company has agreed to issue
or pay to the Agent: (i) a cash commission equal to 7.0% of the
aggregate gross proceeds of the Offering (including any gross
proceeds raised on exercise of the Over-Allotment Option), other
than in respect of gross proceeds raised from purchasers on the
president's list, for which the Agent will receive a commission
equal to 3.5%, and (ii) an aggregate number of agent's warrants
(the "Agent's Warrants") equal to 7.0% of the aggregate
number of Units issued pursuant to the Offering (including any
Units issued upon exercise of the Over-Allotment Option), other
than in respect of Units sold to purchasers on the president's
list, for which the Agent will receive Agent's Warrants equal to
3.5%. Each Agent's Warrant will be exercisable into one common
share (an "Agent's Warrant Share") at an exercise price of
$0.60 for a period of 24 months from
the Closing Date.
Patriot One intends to use the proceeds of the Offering for
working capital and general corporate purposes.
The Company will apply to list the Common Shares, Warrant
Shares, Agent's Warrant Shares and Warrants issuable pursuant to
the Offering on the TSX. Copies of the Prospectus, following filing
thereof, can be obtained on SEDAR at www.sedar.com and from Echelon
by contacting ecm@echelonpartners.com. The Prospectus contains
important detailed information about the Company and the proposed
Offering. Prospective investors should read the Prospectus and the
other documents the Company has filed on SEDAR at www.sedar.com
before making an investment decision.
No securities regulatory authority has either approved or
disapproved of the contents of this press release. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities being offered have not been, nor will they
be, registered under the 1933 Act and may not be offered or sold in
the United States or to, or for
the account or benefit of, U.S. persons absent registration or an
applicable exemption from the registration requirements of the 1933
Act, and applicable state securities laws.
ON BEHALF OF THE BOARD OF PATRIOT ONE TECHNOLOGIES
INC.
Peter Evans
Chief Executive Officer and Director
About Patriot One
Patriot One makes unobtrusive, artificial intelligence
(AI)-driven weapons and threat detection systems that enable
arenas, casinos, schools, theaters and other businesses to provide
unprecedented safety while also improving the patron experience.
The company's Multi-Sensor Gateway enables companies to covertly
screen for weapons at points of entry without disrupting the flow
of traffic, and its AI-based Video Recognition Software enables
venue and building operators to identify weapons and other threats
inside and outside of facilities, while also providing valuable
intelligence for optimizing operations. Follow us on
Twitter @patriot1tech.
Forward Looking Statements
This news release contains "forward-looking information"
within the meaning of applicable securities laws. All statements,
other than of historical fact, that address activities, events or
developments that the Company believes, expects or anticipates will
or may occur in the future (including, without limitation,
statements regarding to the Offering generally, the use of the net
proceeds thereof, the exercise of the Over-Allotment Option and the
satisfaction of the conditions of the closing of the Offering,
including the receipt, in a timely manner, of required approvals)
are forward-looking statements. Forward-looking statements are
generally identifiable by use of the words "may", "will", "should",
"continue", "expect", "anticipate", "estimate", "believe",
"intend", "plan" or "project" or the negative of these words or
other variations on these words or comparable terminology.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which are disclosed in the Company's public
disclosure record on file with the relevant securities regulatory
authorities, many of which are beyond the Company's ability to
control or predict, that may cause the actual results of the
Company to differ materially from those discussed in the
forward-looking statements. Although the Company believes, in light
of the experience of its officers and directors, current conditions
and expected future developments and other factors that have been
considered appropriate, that the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because the Company can give no assurance
that they will prove to be correct. Actual results and developments
may differ materially from those contemplated by these statements.
The statements in this press release are made as of the date of
this release and the Company assumes no responsibility to update
them or revise them to reflect new events or circumstances other
than as required by applicable securities laws.
SOURCE Patriot One Technologies Inc.