Venzee Technologies Inc. (TSXV: VENZ) (OTCQB: VENZF) (“Venzee” or the “Company“), the artificial intelligence (“AI“) platform for product data, wishes to announce a proposed non-brokered private placement of unsecured convertible debentures (“Debentures“) to raise gross proceeds of CAD$600,000 (the “Debenture Offering“).
The Debenture Offering will have a minimum investment of CAD$25,000 and in multiples of CAD$25,000. The Debentures will have a maturity date of three (3) years from the date of issuance and shall bear interest at a rate of 5% per annum, payable every six (6) months. The principal sum of the Debentures, or any portion thereof, are convertible at the option of the holder, anytime after six (6) months, into debenture units (each, a “Debenture Unit“) at CAD$0.05 per Debenture Unit. Each Debenture Unit will consist of one common share (a “Share“) and one common share purchase warrant (a “Warrant“) with each Warrant exercisable at CAD$0.08 for 36 months from the date of issuance. The Warrants will also be subject to an acceleration clause whereby, in the event the volume weighted average trading price of the Company’s shares trading on the TSX Venture Exchange (the “Exchange“), or any other stock exchange on which the Company’s shares are then listed, is equal to or greater than $0.25 for a period of 30 consecutive trading days, the Company will have the right, but not the obligation, to accelerate the expiry date of the warrants by giving written notice to the holders that the warrants will expire on a date that is not less than 30 days from the date of notice.
In connection with the Debenture Offering, the Company may pay a finder’s fee to certain registered brokerage firms, as permitted by the policies of the Exchange and in accordance with applicable securities laws. The Debentures, Debenture Units, Warrants and any Common Shares resulting from the conversion of the Debentures or the exercise of Debenture Warrants will be subject to a hold period of four months and one day after the date of issuance thereof.
The Company intends to use the proceeds of the Debenture Offering for general working purposes.
The Debenture Offering will be subject to customary closing conditions, including the approval of the Exchange, and there is no assurance that the Company will complete the Debenture Offering upon the terms set out above, or at all.
Further to the Company’s news releases of May 6, 2022, and June 9, 2022, the Company also announces that the previously announced unit private placement has closed. The Company raised total proceeds of $171,000 and issued 3,420,000 units. Each unit consisted of one common share of the Company and one common share purchase warrant with each warrant exercisable for one common share at an exercise price of $0.10 for a period of 36 months. The Company paid finders’ fees of $13,600 and issued 272,000 finders’ warrants upon the same terms and conditions as the shareholders’ warrants.
