VANCOUVER, British Columbia,
Oct. 15, 2018 /CNW/
-- Nubeva Technologies Ltd. ("Nubeva" or the
"Company") (TSX-V: NBVA, OTC: NBVAF), announces
completion of a gypsy swap transaction previously announced on
October 5, 2018, pursuant to which
Randy Chou, CEO, Founder and
controlling shareholder, has sold 5,161,290 common shares at a
price of $0.775 per share and has
acquired 1,935,483 common shares at a price of $0.775 per share (the "Swap").
Mr. Chou sold 5,161,290 common shares over the facilities of the
TSX Venture Exchange and acquired by non-brokered private placement
(the "Private Placement") 1,935,483 common shares subject to
voting restrictions at a price of $0.775 per share for gross proceeds of
$1,500,000. After completion of the
Private Placement and the Swap the Company has 54,722,592 common
shares issued and outstanding, of which 14,770,967 are subject to
voting restrictions. Mr. Chou holds 19,767,741 common shares,
including all of the Company's common shares subject to voting
restrictions, representing 36% of issued and outstanding common
shares of the Company.
The proceeds of the Private Placement, for which Mr. Chou is the
sole subscriber, will be used for general working capital purposes.
The common shares issued pursuant to the Private Placement are
subject to a four month hold period from the date of closing the
Private Placement.
Mr. Chou comments, "These transactions result in a net reduction
in my position of 14%. I plan to use the net proceeds to
address personal financial requirements resulting from Nubeva's
February 28, 2018 reverse takeover
transaction. Nubeva continues to represent my most significant
financial holding and I remain committed to its long-term
success."
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 material change report in respect of the
Private Placement will be filed less than 21 days prior to
completion of the Private Placement in order to complete the
Private Placement and Swap on a timely and efficient basis. 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.
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. 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
SOURCE Nubeva Technologies Ltd.