Toronto, Ontario–(Newsfile Corp. – September 10, 2021) – Nobelium Tech Corp. (TSXV: NBL.H) (“Nobelium” or the “Company“) and Hank Payments Corp. (“Hank“) are pleased to announce the closing of the second and final tranche of its previously announced brokered private placement financing (the “Financing“) of subscription receipts (the “Subscription Receipts“) of Hank Payments Canada Finco, Corp. (“Finco“) at a price of $1.00 per Subscription Receipt for a total of $992,500. Together with its first tranche, which closed on August 13, 2021, Hank raised a total combined amount of $3,142,500 pursuant to the Financing. Upon completion of the proposed qualifying transaction (the “Transaction“) on the TSX Venture Exchange (the “TSXV“), each Subscription Receipt will convert into one unit comprised of one common share and one common share purchase warrant (“Finco Unit“). References herein to the “Resulting Issuer” refer to Nobelium following the completion of the Transaction.
Concurrent with the completion of the Transaction, each Finco Unit will be exchanged for one (1) common share of the Resulting Issuer (each, a “Resulting Issuer Share“) and one (1) Resulting Issuer Share purchase warrant (each, a “Resulting Issuer Warrant“) in accordance with the terms of the Transaction. The exercise price of the Resulting Issuer Warrants is $1.00 and they expire thirty-six (36) months following closing of the Transaction.
In connection with the second tranche of the Financing, Finco paid $37,737.50 to the agents and issued 69,475 compensation warrants (the “Agents’ Warrants“). An additional $37,737.50 will be owed and paid to the agents in relation to the second tranche of the Financing by Finco upon the completion of the Transaction. Each Agents’ Warrant is exercisable to acquire one (1) Finco Unit at $1.00 for a period of twenty-four (24) months from the closing of the Transaction.
Upon completion of the Transaction, the net proceeds of the Financing are anticipated to be used principally for working capital and general corporate purposes. For more information regarding the Financing, please refer to the joint press releases of Nobelium and Hank dated June 16, 2021, August 11, 2021 and August 16, 2021.
About Nobelium Tech Corp.
The Company is a “capital pool company” as defined under Policy 2.4. It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in Policy 2.4, until completion of a “Qualifying Transaction”, the Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.
This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: the Financing will be completed on the terms set forth in this press release, on acceptable terms or at all; all applicable shareholder and regulatory approvals for the Transaction will be received; the Transaction will be completed on the terms set forth in this press release, on acceptable terms or at all. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; compliance with extensive financial regulations; domestic and foreign laws and regulations adversely affecting Hank’s business and results of operations; the impact of COVID-19; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
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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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
All information provided in this press release relating to Hank has been provided by management of Hank and has not been independently verified by management of the Company. Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/96204
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