Not for distribution to United States newswire services or for dissemination in the United States
CALGARY, ALBERTA, September 2, 2015 – Cortex Business Solutions Inc. (TSXV: CBX) (“Cortex” or the “Company”) is pleased to announce that it has closed its previously announced bought deal private placement of 1,551,375 common shares of Cortex (the “Shares”) at a price of $2.00 per Share for gross proceeds of $3,102,750 (the “Offering”). The Offering was led by Cormark Securities Inc. for a syndicate of underwriters, including Haywood Securities Inc. (collectively, the “Underwriters”). The Offering
included the partial exercise of the option by the Underwriters to purchase an additional 51,375 Shares.
All securities issued in connection with the Offering are subject to a four month hold period that expires on January 3, 2016. The net proceeds of the Offering will be used for growth initiatives and for general corporate and working capital purposes.
For their services in connection with the Offering, the Underwriters were paid a cash commission in the aggregate amount of $186,165 and received an aggregate of 93,083 broker warrants. Each broker warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of $2.00 for a period of 24 months from the date of closing of the Offering.
All of the directors and executive officers participated in the Offering and purchased an aggregate of 278,875 Shares, each of which would be considered a “related party transaction” under Canadian securities laws. Cortex is relying on exemptions from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX Venture Exchange Policy 5.9, in respect of these transactions, pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) and Section 5.7(a)– (Fair Market Value Not More Than 25% of Market Capitalization), of MI 61-101, respectively. No new insiders were created, nor has any change of control occurred, as a result of the Offering.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.
About Cortex Business Solutions Inc.
Cortex Business Solutions Inc. is an Enterprise eProcurement solutions company that improves efficiencies, reduces costs and streamlines procurement and supply chain processes for its customers. Accessing the Cortex Network enhances the exchange of business critical documents, such as purchase orders, receipts and invoices resulting in improved cash flow management and business controls, while reducing day's outstanding and administrative costs. Cortex is a low cost, low risk solution that can be implemented quickly by leveraging clients’ existing business environment.
This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the company's disclosure documents on the SEDAR website at www.sedar.com. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.
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 release.
Investor Relations Contacts:
|Joel Leetzow||Sandra Fawcett (formerly Weiler)||Andrew Stewart|
|President and CEO||CFO||Director, Marketing & Investor Relations|