Interbittm Announces Closing of $1.725 Million Non-Brokered Private Placement
INTERBITTM ANNOUNCES CLOSING OF $1.725 MILLION
NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES
SECURITIES LAWS.
Canada / London, UK March 16, 2020
INTERBIT LTD. (TSX Venture: IBIT) (the “Company”) is pleased to announce that it has
completed its previously announced non-brokered private placement for aggregate gross
proceeds of $1.725 million (the “Private Placement”). In connection with the Private Placement,
11,499,996 common shares of the Company were issued at a price of CAD$0.15 per share.
The securities issued in connection with the Private Placement are subject to a hold period of four
months and one day from the closing of the Private Placement.
The net proceeds from the Private Placement will be used in connection with continued operations
of the Company, payment of outstanding debts, examining what financial and strategic
alternatives may be available to the Company and towards general and administrative expenses.
As stated in the Company’s February 21, 2020 press release, a strategic review is being
conducted by the Company. While the Company’s preference at this time is a transaction or
alternative that will take advantage of the talents and expertise of the current management and
Board of Directors, there can be no assurance that this strategic review will result in the
completion of any transaction or other alternative, or that a transaction, if pursued, will be
completed. The Company has not set a timetable for completion of the review process, and it
does not intend to comment further regarding the process unless a specific transaction or other
alternative is approved by the Board of Directors or it is otherwise determined that further
disclosure is appropriate or required by law.
In connection with the Private Placement, the Company has agreed to pay (i) Smaller Company
Capital Ltd. a cash finder’s fee equal to 4% of the gross proceeds raised in respect of the
aggregate sales to subscribers under the Private Placement that were introduced by Smaller
Company Capital Ltd. (up to $45,690); and (ii) Canaccord Genuity Corp. a cash finder’s fee equal
to 4% of the gross proceeds raised in respect of the aggregate sales to subscribers under the
Private Placement that were introduced by Canaccord Genuity Corp. (up to $12,510).
RELATED PARTY DISCLOSURE
Under the Private Placement, Brian Hinchcliffe, the CEO and Executive Chairman of the
Company acquired 1,400,000 common shares of the Company at a subscription price of
$210,000. In addition, Chelsea Hayes, a director of the Company, acquired 400,000 common
shares of the Company at a subscription price of $60,000. Their participation in the Private
Placement constitutes a “related party transaction” as defined in Multilateral Instrument 61- 101
– Protection of Minority Security Holders in Special Transaction (“MI 61-101”), which has been
TM
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adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security
Holders in Special Transaction . These transactions are exempt from the formal valuation and
minority shareholder approval requirements of such instrument and policy, pursuant to
subsections 5.5(a), 5.5(b), 5.5(c), 5.7(a) and 5.7(b) of MI 61-101 as the fair market value was not
more than 25% of market capitalization, the distribution of securities was for cash and the fair
market value not more than $2,500,000.
The Company did not file a material change report more than 21 days before the expected closing
of the Private Placement because the details of the participation therein by related parties of the
Company were not settled until shortly prior to closing of such transactions and the Company
wished to close on an expedited basis for sound business reasons.
ABOUT THE COMPANY
The Company owns proprietary technologies and is listed on the TSX Venture Exchange.
For further information please contact:
Brian Hinchcliffe, CEO
Phone: +1-914-815-2773
Email: [email protected]
Website: www.interbit.io
This press release is not an offer of the Company’s securities for sale in the United States. The
Company’s securities may not be offered or sold in the United States absent registration or an
available exemption from the registration requirements of the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. The Company will
not make any public offering of its securities in the United States. The Company’s securities have
not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this release are forward-looking statements, which include, the anticipated
use of proceeds of the Private Placement, the results of the strategic review being undertaken by
the Company, and other matters. Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs, plans, expectations or intentions
regarding the future. Such information can generally be identified by the use of forwarding-looking
wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the
negative thereof or similar variations. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the plans, intentions or
expectations upon which they are based will occur. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and uncertainties, both general and
specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and
other forward-looking statements will not occur. These assumptions, risks and uncertainties
include, among other things, the state of the economy in general and capital markets in particular,
the development of competitive technologies, the marketplace acceptance of the Company’s
technologies and products, as well as those risk factors discussed or referred to in the Company's
annual Management's Discussion and Analysis for the year ended December 31, 2019 available
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at www.sedar.com, many of which are beyond the control of the Company. Forward-looking
statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this
press release. Except as required by law, the Company disclaims any intention and assumes no
obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Additionally, the Company undertakes no obligation to
comment on the expectations of, or statements made by, third parties in respect of the matters
discussed above.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.