/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CUPERTINO, Calif., Feb. 26,
2024 /CNW/ - (TSXV: BWLK) (OTCQB: BWLKF)
Boardwalktech Software Corp. (the "Company" or
"Boardwalktech") is pleased to announce a second final
closing of its previously announced private placement pursuant to
the Listed Issuer Financing Exemption (the "LIFE") of
National Instrument 45-106 – Prospectus Exemptions ("NI
56-106"), which was first announced on December 11, 2023, and then when the Offering was
upsized on December 22, 2023 (the
"LIFE Offering"). The second tranche of the LIFE Offering,
was extended at request of investors unable to participate in the
first tranche, and resulted in the issuance of 473,400 units of the
Company ("Units") on the same terms as the first
tranche.
Subject to compliance with applicable regulatory requirements,
and in accordance with NI 45-106, the LIFE Offering was made to
purchasers that reside in Canada
pursuant to the LIFE Part 5A of NI 45-106. The securities issued
under the LIFE Offering are not subject to a hold period in
accordance with applicable Canadian securities laws.
Concurrently with the completion of the second tranche of the
LIFE Offering, the Company also issued 32,825 Units on a
non-brokered basis to United
States investors, at US$0.22
(equivalent of C$0.30) with
equivalent commercial terms for each warrant per Unit (the
"Concurrent Offering", and together with the LIFE Offering,
the "Offering"). The securities issued under the Concurrent
Offering remain subject to a hold period of four months plus one
day from the date of issuance in accordance with applicable
securities legislation.
Collectively across both tranches of the Offering a total of
7,521,578 Units were issued, and an aggregate of C$2,256,473 gross proceeds were raised.
For more information about the Offering please refer to the
Company's press releases dated December 11,
2023, December 22, 2023,
December 29, 2023 and January 25, 2023.
The Company paid certain finder's fees in connection with the
second tranche of the Offering of approximately C$11,361 in cash commissions, and 37,872
non-transferrable Warrants of the Company exercisable to acquire
one Common Share at an exercise price of C$0.50 for a period of three years from the date
of issuance (the "Finder's Warrants"). The Finder's Warrants
are subject to a hold period of four months plus one day from the
date of issuance in accordance with applicable securities
legislation.
There is an amended and restated offering document related to
this Offering that can be accessed under the Company's profile at
www.sedarplus.com and on the Company's website at
https://ir.boardwalktech.com/form-page. Prospective investors
should read this offering document before making an investment
decision.
Certain directors and officers of the Company (collectively, the
"Insiders") participated in the Offering and, as such, the
closing of the Offering may constitute a related party transaction
under Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101"), but is otherwise exempt from the formal valuation and
minority approval requirements of MI 61-101 by virtue Sections
5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such Insider
participation in the closing of the Offering. No special committee
was established in connection with the Offering or the
participation of the Insiders in the closing of the Offering, and
no materially contrary view or abstention was expressed or made by
any director of the Company in relation thereto. Further details
will be included in a material change report that will be filed by
the Company in connection with the completion of the closing of the
second tranche of the Offering. The Company did not file a material
change report more than 21 days before the closing date of the
second tranche of the Offering as the terms of the second tranche
of the Offering and the total amount to be invested by the Insiders
were not settled until shortly prior to closing, and the Company
wished to complete the final tranche of the Offering on an
expedited basis for sound business reasons.
Completion of the Offering is subject to the satisfaction of
customary closing conditions, including the approval of the TSX
Venture Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described in
this news release. Such securities have not been, and will not be,
registered under the U.S. Securities Act, or any state securities
laws, and, accordingly, may not be offered or sold within
the United States, or to or for
the account or benefit of persons in the
United States or "U.S. Persons", as such term is defined in
Regulation S promulgated 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.
On Behalf of the Company
Andrew
Duncan,
CEO & Chairman
About Boardwalktech Software
Corp.
Boardwalktech has developed a patented Digital Ledger Technology
Platform currently used by Fortune 500 companies running
mission-critical applications worldwide. Boardwalktech's digital
ledger technology and its unique method of managing vast amounts of
structured and unstructured data is the only platform on the market
today where multiple parties can effectively work on the same data
simultaneously while preserving the fidelity and provenance of the
data. Boardwalktech can deliver collaborative, purpose-built
enterprise information management applications on any device or
user interface with full integration with enterprise systems of
record in a fraction of the time it takes other non-digital ledger
technology-based platforms. Boardwalktech is headquartered in
Cupertino, California with offices
in India and operations in
North America. For more
information on Boardwalktech, visit our website at
www.boardwalktech.com.
Legal Disclaimer
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.
Forward-Looking
Statement
This press release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
legislation and may also contain statements that may constitute
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Such forward-looking information and statements are not
representative of historical facts or information or current
condition, but instead represent only the Company's beliefs
regarding future events, plans or objectives, many of which, by
their nature, are inherently uncertain and outside of the Company's
control. Generally, such forward-looking information or statements
can be identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or may contain statements that certain actions, events
or results "may", "could", "would", "might" or "will be taken",
"will continue", "will occur" or "will be achieved". The
forward-looking information contained herein may include, but is
not limited to, information concerning the Offering and the use of
any proceeds raised under the Offering.
By identifying such information and statements in this manner,
the Company is alerting the reader that such information and
statements are subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements.
An investment in securities of the Company is speculative and
subject to several risks including, without limitation, the risks
discussed under the heading "Risk Factors" in the Company's filing
statement dated May 30, 2018.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in the forward-looking information and forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended.
In connection with the forward-looking information and
forward-looking statements contained in this press release, the
Company has made certain assumptions. Although the Company believes
that the assumptions and factors used in preparing, and the
expectations contained in, the forward-looking information and
statements are reasonable, undue reliance should not be placed on
such information and statements, and no assurance or guarantee can
be given that such forward-looking information and statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements
that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward- looking information and statements attributable to the
Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.
SOURCE BoardwalkTech