TORONTO, July 23, 2018 /CNW/ - 01 Communique Laboratory
Inc. (ONE:TSX-V) (the "Company") today announced it has entered
into an engagement with Richardson GMP Limited ("RGMP") for a
private placement financing for gross proceeds of up to
$2,000,000.
In accordance with the terms of the engagement, the Company will
issue up to 20,000,000 Units at a per Unit price of $0.10, each Unit to consist of one common share
in the capital of the Company and one-half of one common share
purchase warrant, each whole warrant exercisable for the purchase
of one common share of the Company at a per share price of
$0.15 for a period of 24 months from
the date of closing of the private placement.
The private placement is subject to acceptance by the TSX
Venture Exchange. The proceeds raised from the private
placement will be used by the Company for commercial development of
a post quantum computer blockchain and for general corporate
purposes. All securities issued under the private placement
will be subject to a hold period of four months and one day from
the date of closing in accordance with applicable securities
legislation and the policies of the TSX Venture Exchange.
RGMP, with offices in Vancouver,
British Columbia, will act as exclusive agent to sell the
Units on a commercially reasonable efforts basis. In
consideration for the services of RGMP, RGMP will receive: (i) a
cash commission equal to 8% of the gross proceeds raised; (ii)
compensation options to acquire that number of Units as is equal to
8% of the total number of Units sold under the offering,
exercisable at a per Unit price of $0.10 for a period of 24 months from the date of
closing of the offering; (iii) a corporate finance fee of
$20,000; and (iv) reimbursement,
whether or not the offering closes, for actual and reasonable
expenses incurred by RGMP in connection with the offering,
including the reasonable fees and disbursements of counsel for
RGMP.
Further, for a period of one year from the date of closing of
the offering, the Company has granted RGMP the exclusive right and
opportunity to lead any offering of securities by the Company to be
issued and sold to the public in Canada by private placement or public offering
or to provide professional, sponsorship or advisory services
performed (or normally performed) by a broker or investment
dealer.
Neither TSX Venture Exchange ("TSX-V") 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.
About 01 Communique
Established in 1992, 01 Communique Laboratory Inc. (TSX-V:ONE)
provides its customers with a suite of secure remote access
services and products. The Company is transitioning its business
focusing on cybersecurity with the development and implementation
of a Post-Quantum Blockchain, which can be implemented on classical
computer systems. The Company's products are protected in the
U.S.A. by its patents #6,928,479 /
#6,938,076 / #8,234,701; in Canada by its patents #2,309,398 /
#2,524,039 and in Japan by its
patent #4,875,094. For more information visit the Company's web
site at www.01com.com
Cautionary Note Regarding Forward-looking Statements.
Certain statements in this news release may constitute
"forward-looking" statements which involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the company, or industry results, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. When used in this news release, such statements use
such words as "may", "will", "expect", "believe", "plan", "intend",
"are confident" and other similar terminology. These statements
reflect current expectations regarding future events and operating
performance and speak only as of the date of this news
release. Forward-looking statements involve significant risks
and uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements,
including, but not limited to, the factors discussed under "Risk
and Uncertainties" in the company's Management`s Discussion and
Analysis document filed on SEDAR. Although the forward-looking
statements contained in this news release are based upon what
management of the Company believes are reasonable assumptions, the
company cannot assure investors that actual results will be
consistent with these forward looking statements. These
forward-looking statements are made as of the date of this news
release, and the company assumes no obligation to update or revise
them to reflect new events or circumstances.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES, AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO
U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
SOURCE 01 Communique Laboratory Inc.