[Toronto, New York] Binovi Technologies Corp., (Binovi) (TSX-V:VISN | OTCQB:BNVIF), a leader in neuro-vision performance technology, is pleased to announce it has closed its previously announced non-brokered private placement financing for gross proceeds of $2,050,000 (the “Private Placement”). The Company issued a total of 16,078,431 units at $0.1275 per unit, with each unit comprised of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Share (each, a “Warrant Share”) at an exercise price of $0.40 per Warrant Share at any time until November 16, 2022. The warrants are subject to an acceleration clause whereby if the common share price is equal to or greater than $0.45 for a period of 5 consecutive trading days (at any time at or following the expiry of the four months resale restriction period), the Company may, by notice to the warrant holder reduce the remaining exercise period applicable to the warrants to not less than 30 days from the date of such notice.
The Company paid aggregate finder’s fees of $21,274.65 in cash and 166,860 finder’s warrants, with each finder warrant having the same terms as the Warrants.
The securities issued in connection with the Private Placement are subject to a four-month hold period expiring on March 18, 2021. Further restrictions may apply to certain subscribers under foreign securities laws.
Insiders participated in the Private Placement acquiring an aggregate of 2,284,314 units on the same basis as other subscribers. The participation in the Private Placement by insiders of the Company constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the private placement in so far as the private placement involved interested parties did not exceed 25% of the Company’s market capitalization.
The Company intends to use the net proceeds from the Private Placement for general working capital.
