VANCOUVER, British Columbia, October 3, 2018 /PRNewswire/ --
Trackloop Analytics Corp. ("Trackloop" or the "Company") (CSE: TOOL) is pleased to announce that, subsequent to its news release of September 26, 2018, it intends to increase its non-brokered private placement to $1,000,000 (10,000,000 units) at a price of $0.10 per unit. The Company reserves the right to increase the size of the private placement or to modify the type, nature and/or price of the units for any reason. The offering and any modification to it are subject to compliance with applicable securities laws and approval of the Canadian Securities Exchange. For details of the units, please see our news release of September 26, 2018.
The Offering is available to investors in reliance on exemptions from the prospectus requirement set out in National Instrument 45-106 Prospectus Exemptions, to existing shareholders of the Company and to investors who have received investment advice in reliance on BC Instrument 45-534 Exemption from prospectus requirement for certain trades to existing security holders and the corresponding blanket orders and rules in the other Canadian jurisdictions (collectively, the "Existing Security Holder Exemption") and BC Instrument 45-536 Exemption from prospectus requirement for certain distributions through an investment dealer and the corresponding blanket orders and rules in the other Canadian jurisdictions that have adopted the same or a similar exemption from the prospectus requirement (collectively, the "Investment Dealer Exemption").
The Existing Security Holder Exemption is available in each of the provinces and territories of Canada to a person or company who became a shareholder of the Company on or before September 26, 2018 and continues to be a shareholder of the Company, subject to a maximum investment of CDN$15,000 using the Existing Security Holder Exemption in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer in the shareholder's jurisdiction. The Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick to a person or company who has obtained advice regarding the suitability of the investment from a person registered as an investment dealer in such person's or company's jurisdiction. As required by the Existing Security Holder Exemption and Investment Dealer Exemption, the Company confirms there is no material fact or material change relating to the Company that has not been generally disclosed.
The Offering is subject to a minimum subscription amount of CDN$1,000.
If the Offering is oversubscribed, unless the Company determines to increase the maximum gross proceeds of the Offering, the Company will allocate the Units issued under the Offering to those subscribers whose subscriptions were first received by the Company. A subscription will be deemed to be received when a completed subscription agreement together with payment of the subscription amount has been received by the Company.
Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.
The majority of net proceeds of the Offering are expected to be used to support marketing and sales of the TrackLoop product suite, including ChainTrack's tracking and analytics software. Additionally, some funds will be used for expansion of the Trackloop development team and upgrades to Trackloops' IT infrastructure. The remainder of proceeds will be used for working capital and administrative expenses.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities.
About TrackLoop Analytics Inc.
TrackLoop Analytics (TOOL) is an analytics software company that is leveraging digital asset technology to transform and modernize multiple industries. TrackLoop is taking a diversified approach to the analytics and technology space, delivering practical solutions in the finance, logistics, cannabis, and pharmaceutical industries. The Company's turnkey real-time tracking solutions offer the very latest in IoT and AI, providing valuable data and business intelligence to some of the world's leading brands.
TrackLoop is a publicly-traded company listed on the Canadian Securities Exchange (CSE); trading symbol TOOL (C.TOOL or TOOL.cn). For more information about the company please contact us at 1-778-938-3367.
Chief Technology Officer
This news release contains forward-looking information based on current expectations. Statements about the Company's plans and intentions, signing contracts, potential revenues, other potential transactions, the Private Placement, product development, events, courses of action, and the potential of the Company's technology and operations, among others, are all forward-looking information. 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. 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, including but not limited to, business, economic and capital market conditions; the ability to manage operating expenses, which may adversely affect the Company's financial condition; the ability to remain competitive as other better financed competitors develop and release competitive products; regulatory uncertainties; market conditions and the demand and pricing for products; security threats; relationships with its customers, distributors and business partners; the ability to successfully define, design and release new products in a timely manner that meet customers' needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; the impact of technology changes on the products and industry; failure to develop new and innovative products; the ability to successfully maintain and enforce our intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of intellectual property litigation that could materially and adversely affect the business; the ability to manage working capital; and the dependence on key personnel. TrackLoop may not actually achieve its plans, projections, or expectations. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, the ability to successfully develop software, that there will be no regulation or law that will prevent the Company from operating its business, anticipated costs, the ability to achieve goals. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements.
Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, the impact of technology changes on the industry, competition, security threats, consumer sentiment towards TrackLoop's products, services and blockchain technology generally, failure to develop new and innovative products, litigation, increase in operating costs, lack of demand for TrackLoop's products and services, increase in labor costs, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news 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.
The CSE has not reviewed, approved or disapproved the content of this news release.
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.
Chief Technology Office