VANCOUVER, British Columbia,
Oct. 5, 2018 /CNW/
-- Nubeva Technologies Ltd. ("Nubeva" or the
"Company") (TSX-V: NBVA, OTC: NBVAF), is pleased to
announce that it intends to complete a non-brokered private
placement (the "Private Placement") of 1,935,483 restricted
voting common shares ("Shares") of Nubeva at a price of
$0.775 per Share for gross proceeds
to the Company of $1,500,000.
Randy Chou, the Chief Executive
Officer and a controlling shareholder of Nubeva, will be the sole
subscriber. The Company will use the proceeds from the Private
Placement for general working capital purposes. The Shares
issued pursuant to the Private Placement will be subject to a four
month hold period from the date of closing.
In connection with the Private Placement, Mr. Chou plans to
complete a "gypsy swap", whereby he will sell up to 5,161,290
million common shares of his personal holdings at a price in
context with the market, but no less than $0.775 per share (the "Cross") over the
facilities of the TSX Venture Exchange Inc. (the "TSXV").
Mr. Chou intends to use 37.5% of the proceeds from the Cross to
participate in the Private Placement. He intends to use the
remaining 62.5% to cover personal taxes incurred pursuant to the
Company's February 28, 2018 reverse
takeover transaction. The Private Placement and the Cross remain
subject to all necessary regulatory approvals, including the
approval of the TSXV.
The issuance of Shares to Mr. Chou pursuant to the Private
Placement is considered to be a related party transaction subject
to TSX-V Policy 5.9 and Multilateral Instrument 61-101. Nubeva
intends to rely on exemptions from the formal valuation and
minority shareholder approval requirements provided under section
5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis
that participation in the Private Placement by Mr. Chou will not
exceed 25% of the fair market value of Nubeva's market
capitalization. The Private Placement was approved by the board of
the Company, excluding Mr. Chou, who abstained and disclosed to the
board his interest in the Private Placement as the sole
subscriber.
In connection with the foregoing Cross and Private Placement,
Nubeva has engaged Echelon Wealth Partners Inc. to provide capital
markets advisory services.
This press release will not constitute an offer to sell or the
solicitation of an offer to buy nor will there be any sale of the
securities in any state in which such offer, solicitation, or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the United
States Securities Act of 1933, as amended,
and applicable state securities laws.
About Nubeva Technologies Ltd.
Nubeva Technologies Ltd. develops Software-as-a-Service
("SaaS") software and services that enable enterprises to
run best-of-breed cybersecurity in public cloud
environments. Nubeva's products provide enhanced
visibility and control over network traffic and simplified
automation and operation that is essential to run top-tier security
technologies and services in the cloud easily and at low costs.
With Nubeva, organizations can leverage existing policies,
technologies and operations and accelerate their move to the cloud
with confidence. San Jose, CA-headquartered Nubeva is
committed to the vision of dramatically broader and lower cost
availability of the world's best security to confront the rising
cyber-crime threat. Visit www.nubeva.com for more
information.
Forward Looking Statements
This news release contains "forward-looking information" within
the meaning of applicable securities laws relating to the Company's
business plans and the outlook of the cybersecurity industry.
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.
Specifically, there is no assurance that the Pre-Sale Offering or
the Token Offering will be completed or as to the amount of
proceeds that will be raised. In addition, there is no
assurance that the required regulatory approvals can be obtained.
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. The Company
undertakes no obligation to comment on analyses, expectations or
statements made by third-parties in respect of the Company, its
subsidiaries, their securities, or their respective financial or
operating results (as applicable).
Neither the 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.
For further information, please contact:
Nubeva Technologies Ltd.
Steve Perkins
Chief Marketing Officer
1(844)538-4638
Marcel Valentin, Investor
Relations
Marcel@SophicCapital.com
1(647)697-0498
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SOURCE Nubeva Technologies Ltd.