NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
EDMONTON, Alberta, May 26, 2020 (GLOBE NEWSWIRE) — Radient Technologies Inc. (“Radient” or the “Company”) (TSX Venture: RTI; OTCQX: RDDTF) is pleased to announce that it has closed its public equity financing initially announced on May 20, 2020. The Company issued 28,750,000 units (the “Units”) of the Company (which includes 3,750,000 Units issued pursuant to the exercise in full of the over-allotment option) at a price of $0.20 per Unit (the “Offering Price”) for aggregate gross proceeds of $5,750,000 (the “Offering”). The Offering was completed by Eight Capital (the “Agent”) as sole agent.
Each Unit consisted of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share, at an exercise price of $0.30 until May 26, 2023. The Warrants will not be listed for trading on the TSX Venture Exchange or any other public exchange.
In connection with the Offering the Company has paid the Agent a cash fee equal to up to 7% of the aggregate proceeds from the Offering (the “Commission”). In addition to the Commission, the Company has issued to the Agent non-transferable compensation warrants equal to up to 7% of the Units sold under the Offering. Each compensation warrant is exercisable for a Unit at the Offering Price until May 26, 2023.
The net proceeds of the Offering will be used for working capital and general corporate purposes as set out in the Prospectus Supplement (as defined below).
The Offering was conducted in Canada pursuant to a prospectus supplement dated May 21, 2020 (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus, filed in all of the provinces of Canada except for Québec, and offered outside of Canada on a private placement basis.
Certain management and insiders of the Company participated in the Offering and were issued an aggregate of 425,000 Units. Such participation in the Offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.
The Offering remains subject to the final approval of the TSXV.
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 the securities in any state of the United States in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements of the 1933 Act and any applicable state securities laws.
Radient provides industrial-scale manufacturing solutions for premium natural ingredients and products. Utilizing its patented MAP™ extraction technology, Radient delivers superior customer outcomes in terms of ingredient purity, yield, and cost, serving global market leaders in industries such as foods & beverages, nutraceuticals, pharmaceuticals, cosmetics, and personal care. Since 2016, Radient has expanded its offerings to enter the cannabinoids market, using its MAP™ platform to provide premium ingredients that contain a full range of cannabinoid and terpene profiles. Please visit www.radientinc.com for more information.
SOURCE: Radient Technologies Inc.
Prakash Hariharan, Chief Financial Officer
(416) 561-9461 | [email protected],
Investors, please contact Adam Deffett, Sr. VP Corporate Development
Cautionary Note about Forward-looking Statements and Information
Certain of the statements made and information provided in this news release are forward-looking statements or forward-looking information (“forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements and information other than statements of or information regarding historical fact contained in this news release are forward-looking statements. Often, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “continue”, “projected”, “potential”, “proposed”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “likely” or “will” be taken, occur or be achieved. Forward-looking statements include, but are not limited to, statements or information with respect to the use of proceeds of the Offering.
Forward-looking statements are based on a number of assumptions that management considers reasonable, however, if such assumptions prove to be inaccurate, then actual results, activities, performance or achievements may be materially different from those described in the forward-looking statements. These assumptions include those set out below and, except where otherwise stated, Radient has assumed a continuation of existing business operations on substantially the same basis as exists at the time of this news release. With respect to the forward-looking statements contained in this news release, Radient has made assumptions regarding, among other things: timely receipt of the necessary regulatory approvals (including TSXV final approval of the Offering and other stock exchange approvals) and other required approvals; use of proceeds; interest rates; operating and capital costs; Radient’s ability to generate sufficient cash flow from operations and to access credit and capital markets to meet its future obligations; opportunities available to or pursued by Radient; Radient’s ability to attract and retain qualified personnel or management; stability of general economic and financial market conditions; and the impact of the COVID-19 pandemic.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results, activities, performance or achievements to be materially different from those described in the forward-looking statements. Radient is subject to material and other risks that could cause actual results to differ significantly from Radient’s current expectations, including the following risks: risks relating to the business environment in which Radient operates, including general economic, market and business conditions in Canada, the European Union and the United States; operational risks, including environmental liabilities, Radient’s ability to attract and retain customers, the competitive nature of the industries in which Radient operates, competition for, among other things, capital and skilled personnel and management, and failure to obtain industry partner and other third party consents and approvals when required; financial risks, including liquidity and financing risks, credit risk, currency risk, interest rate risk, commodity price risk, unavailability of capital/inadequate income, indebtedness and financing, debt service obligations, cost estimates, tax matters, limitations on insurance, global economic environment, markets for cannabis and cannabis products, dividends, compensation risks and financial reporting risks, and imprecision in estimating capital expenditures and operating expenses; future sales or issuances of debt or equity securities could decrease the value of any existing Common Shares, dilute investors’ voting power, reduce Radient’s earnings per share and make future sales of Radient’s equity securities more difficult; market price of Common Shares; future sales by existing shareholders could cause Radient’s share price to fall; Radient has neither declared nor paid any dividends on its Common Shares since the date of its incorporation and may not pay any dividends in the future; use of proceeds; there is no assurance of a sufficient liquid trading market for the Common Shares in the future; the impact of new laws and regulatory requirements, including the adoption of new environmental regulations, as it relates to the cannabis industry and other laws and regulations and changes in how they are interpreted and enforced; Radient’s ability to obtain required regulatory approvals; political and economic conditions including the adverse impact of the COVID-19 pandemic on the Canadian and global economy; the results of litigation or regulatory proceedings that may be brought against Radient; changes in income tax laws; and certain other risks detailed from time to time in the Company’s public disclosure documents including, without limitation, those risks identified in the Company’s annual information form, copies of which are available on Radient’s SEDAR profile at www.sedar.com..
Forward-looking statements are designed to help you understand management’s current views of Radient’s near and longer term prospects, and it may not be appropriate for other purposes. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on the forward-looking statements contained herein.
Radient will not update this information unless it is required to do so by applicable securities laws. All forward-looking statements in this news release are qualified by these cautionary statements.
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.