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RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
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TORONTO, Feb. 25, 2021 /CNW/ - Killi
Ltd. (the "Company" or "Killi") (TSXV: MYID)
is pleased to announce that it intends to complete a non-brokered
private placement of up to 23,076,923 units (each, a "Unit"
and collectively, the "Units") of the Company at a price of
$0.13 per Unit for aggregate gross
proceeds of up to $3,000,000 (the
"Offering"). Each Unit will consist of one common share
(each, a "Common Share" and collectively, the "Common
Shares") in the capital of the Company and one common share
purchase warrant (each, a "Warrant" and collectively, the
"Warrants") of the Company. Each Warrant will entitle the
holder thereof to acquire one Common Share at an exercise price of
$0.21 per Common Share for a period
of 24 months from the date of issuance thereof.
If during the exercise period of the Warrants, the Common Shares
trade at or above a volume-weighted average trading price of
$0.30 per Common Share for 20
consecutive trading days, the Company may accelerate the expiry
time of the Warrants to 30 days from the date on which the Company
provides written notice to the holders of the Warrants.
No commissions or fees will be payable in connection with this
Offering. The net proceeds of the Offering will be used for general
working capital requirements.
The Offering is expected to close on or about March 5th, 2021, and is subject to all regulatory
approvals including the approval of the TSX Venture Exchange. All
securities issued pursuant to the Offering will be subject to a
hold period of four months plus one day from the date of issuance
thereof in accordance with applicable securities laws.
To demonstrate continued support of the Company's growth plans,
insiders of the Company, including certain directors and officers,
plan to participate in the Offering. Such participation is
considered a related party transaction within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The
related party transaction will be exempt from minority approval,
information circular and formal valuation requirements pursuant to
the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI
61-101, as neither the fair market value of the gross securities to
be issued under the Offering nor the consideration to be paid by
the insiders exceeds 25% of the Company's market
capitalization.
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.
This press release is not an offer of the securities for sale in
the United States. The 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 the securities in the United States. The
securities have not been and will not be registered under the U.S.
Securities Act.
Share Consolidation
The Company is also pleased to announce that the board of
directors of the Company has approved the consolidation of all of
the issued and outstanding Common Shares on a ratio of five (5)
pre-consolidated shares for one (1) post-consolidated share (the
"Consolidation"). The Company currently has 301,021,909
Common Shares issued and outstanding and will have approximately
60,204,381 Commons Shares issued and outstanding after effecting
the Consolidation. No fractional shares will be issued on the
Consolidation and each fractional share remaining after the
Consolidation shall be canceled.
The Consolidation was previously approved by a special
resolution of the shareholders of the Company (the
"Resolution") at the annual general and special meeting held
on May 25, 2020. The Resolution
authorized the directors to effect the Consolidation within one
year from the date of the Resolution's approval. The effective date
of the Consolidation will be the date in the certificate of
amendment issued by the Registrar of Corporations of Ontario or such other date indicated in the
articles of amendment. The Consolidation will become effective
after the closing of the Offering. The Consolidation remains
subject to final approval by the TSXV.
Leadership Updates
The Company is also pleased to announce that it has hired
Chris Frostad as Chief Financial
Officer to replace current Chief Financial Officer Andrew Elinesky, who is leaving to pursue other
opportunities. The Company wishes Andrew well in his future
endeavors and thanks him for his continued support of the company
including his participation in this private placement.
Throughout his career, Mr. Frostad has been instrumental in the
development and building of a variety of high-growth, early stage,
public and private companies. He is the President and CEO of
Purepoint Uranium Group Inc. (TSX:V PTU) a uranium exploration
company focused on the precision exploration of its projects in the
Canadian Athabasca Basin. Mr. Frostad was also a director of
Enthusiast Gaming Inc. (TSX:V EGLX), a Canadian gaming company, and
the CEO and director of Minera Alamos Inc. (TSX:V MAI), a Mexican
based gold development company. Mr. Frostad is a Chartered
Accountant and a Chartered Professional Accountant who began his
career in International Taxation with Deloitte.
The company would also like to welcome back Laura Jordan, as the Vice-President of Finance
of the Company, who was away on maternity leave. Miss Jordan who has worked for the company since
its inception was the finance principal in the company's original
RTO process in June of 2019.
About Killi Ltd
Killi (killi.io) is a consumer identity product, available in
five countries, that allows individuals to take back control of
their digital identity from those who have been using it without
their consent. With Killi™, consumers can opt-in and select
specific pieces of personal information that they would like to
share with companies and be compensated directly in cash for its
use.
Download Killi™ here.
For more information, please visit killi.io.
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 news release.
Forward Looking and Other Cautionary Statements
This news release may contain "forward-looking statements"
within the meaning of applicable securities laws, including, but
not limited to, the Company's financing plans, the securities
offered in the connection with the Offering, the proposed use of
proceeds therefrom, and other expected effects of the Offering.
Forward-looking statements may generally be identified by the use
of the words "anticipates," "expects," "intends," "plans,"
"should," "could," "would," "may," "will," "believes," "estimates,"
"potential," "target," or "continue" and variations or similar
expressions. These statements are based upon the current
expectations and beliefs of management and are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the
aggregate amount of Units sold pursuant to the Offering, the
dilution arising from the Offering, the Company may not receive
final approval from the TSX Venture Exchange with respect to the
Offering, the uncertainty surrounding the spread of COVID-19 and
the impact it will have on the Company's operations and economic
activity in general, and the risks and uncertainties discussed in
our most recent annual and quarterly reports filed with the
Canadian securities regulators and available on the Company's
profile on SEDAR at www.sedar.com, which risks and uncertainties
are incorporated herein by reference. Readers are cautioned not to
place undue reliance on forward-looking statements. Except as
required by law, the Company does not intend, and undertakes no
obligation, to update any forward-looking statements to reflect, in
particular, new information or future events.
SOURCE Killi Ltd.