/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, June 14, 2017 /CNW/ - Patriot One
Technologies Inc. (the "Company") (TSX VENTURE: PAT) (OTCQB: PTOTF)
(FRANKFURT: 0PL) announces
that it has entered into an engagement letter with
Canaccord Genuity Corp. to act as lead agent and sole
bookrunner (the "Agent") pursuant to which the Agent has
agreed to offer for sale up to 4,300,000 special warrants of the
Company (the "Special Warrants") on a commercially reasonable basis
at a price per Special Warrant of $0.70 for aggregate gross proceeds of up to
$3,010,000 (the "Offering"). The
Agent may invite other registered investment dealers to participate
as syndicate members in the Offering. The Company has also
granted the Agent an option (the "Agent's Option") to sell up to an
additional 15% of the Special Warrants sold pursuant to the
Offering, which Agent's Option is exercisable by giving notice to
the Company not less than 48 hours prior to the closing of the
Offering. Closing of the Offering is expected to occur on or about
July 5, 2017, subject to receipt of
regulatory approvals.
Each Special Warrant not previously exercised will be
automatically exercised, without payment of additional
consideration, on the earlier of: (i) the Qualification Deadline
(as defined below); and (ii) the third business day after the
Prospectus Qualification (as defined below). The holders of Special
Warrants will receive, upon such automatic exercise, for no
additional consideration, one unit of the Company (a "Unit") for
each Special Warrant held. Each Unit will be comprised of one
common share of the Company and one-half of one common share
purchase warrant (each whole warrant, a "Warrant"). Each Warrant
will entitle the holder to purchase one common share of the Company
at an exercise price of $1.25 for a
period of 36 months from the date of closing of the Offering.
The Company has agreed to use its best efforts to obtain a
receipt for a final short form prospectus qualifying the
distribution of the Units upon exercise of the Special Warrants
(the "Prospectus Qualification") on or before the date that is 45
days following closing of the Offering (the "Qualification
Deadline"). If the Prospectus Qualification does not occur before
the Qualification Deadline, each holder shall be entitled to
receive, without payment of additional consideration, 1.05 Units
per Special Warrant. Unless the Prospectus Qualification occurs,
securities issued in connection with the Offering will be subject
to a four month hold period from the date of issue.
The Company intends to use the net proceeds of the Offering
(including any proceeds received as a result of the exercise of the
Agent's Option) to fund international expansion, accelerate
deployment of its technology and for general corporate
purposes.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
About Patriot One Technologies, Inc. (TSX VENTURE: PAT)
(OTCQB: PTOTF) (FRANKFURT:
0PL):
Patriot One has developed PATSCAN CMR™ the next
generation of its award-winning Patriot One Technologies™ NForce
CMR1000 software and radar solution. PATSCAN CMR is a
first-of-its-kind Cognitive Microwave Radar concealed weapons
detection system as an effective tool to combat active shooter
threats before they occur. Designed for cost-effective deployment
in weapon-restricted buildings and facilities, the Patriot One
software solution and related hardware can be installed in hallways
and doorways to covertly identify weapons and to alert security of
an active threat entering the premises. Owner/operators of private
and certain public facilities can now prominently post anti-weapons
policies with compliance assured. The Company's motto Deter, Detect
and Defend is based on the belief that widespread use of its
technology will act as an effective deterrent, thereby diminishing
the epidemic phenomena of active shooters across the globe. For
more information, visit: www.patriot1tech.com. Patriot One
Technologies are proud winners of the 2017 Anti-Terrorism / Force
Protection category of the Security Industry Association's New
Product Showcase at ISC West.
CAUTIONARY DISCLAIMER STATEMENT:
No Securities
Exchange has reviewed nor accepts responsibility for the adequacy
or accuracy of the content of this news release. This news release
contains forward-looking statements relating to the timing and
completion of the Offering, the use of proceeds of the Offering and
other statements that are not historical facts. Forward-looking
statements are often identified by terms such as "will", "may",
"should", "anticipate", "expects" and similar expressions. All
statements other than statements of historical fact, included in
this release are forward-looking statements that involve risks and
uncertainties. There can be no assurance that such statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company's expectations include the failure to
satisfy the conditions of the relevant securities exchange(s) and
other risks detailed from time to time in the filings made by the
Company with securities regulations. The reader is cautioned that
assumptions used in the preparation of any forward-looking
information may prove to be incorrect. Events or circumstances may
cause actual results to differ materially from those predicted, as
a result of numerous known and unknown risks, uncertainties, and
other factors, many of which are beyond the control of the Company.
The reader is cautioned not to place undue reliance on any
forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company will update or
revise publicly any of the included forward-looking statements as
expressly required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Patriot One Technologies Inc.