VANCOUVER, British Columbia, March 03, 2020 (GLOBE NEWSWIRE) — DLTa 21 Blockchain Corp. (“DLTa21” or the “Company”), a Canadian technology company, is pleased to announce that it has completed a non-brokered private placement financing of 14,600,419 shares of DLTa21 at $0.014 per Share for total aggregate proceeds of up to CAD$204,406 (the “Placement”), as previously announced on February 19, 2020. All of the Shares issued in the Placement will be subject to a four-month plus one day hold period from the date of closing. DLTa21 intends to use the net proceeds from the Placement to repay an outstanding loan, to settle accounts payable and certain accrued liabilities and for general working capital purposes.
Certain directors and officers of the Company acquired securities in the private placement. Accordingly, the private placement is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that neither the fair market value of the securities to be distributed in the transaction nor the consideration to be received for those securities insofar as the transaction involves interested parties exceeds $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close the private placement on an expedited basis for sound business reasons.
The securities offered 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or the solicitation of any offer to buy securities in the United States, nor in any other jurisdiction.
On behalf of the Board of Directors of DLTa 21 Blockchain Corp.
“B. Matthew Hornor”
B. Matthew Hornor
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Forward Looking Statements
Certain statements made in this press release may constitute forward-looking information under applicable securities laws. These statements may relate to anticipated events or results and include, but are not limited to, expectations regarding the terms the Offering and receipt of related regulatory approvals, the Closing Date and other statements that are not historical facts. Particularly, information regarding our expectations of future results, targets, performance achievements, prospects or opportunities is forward-looking information. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may” “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology. Forward-looking statements are current as of the date they are made and are based on applicable estimates and assumptions made by us at the relevant time in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances. However, we do not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. There can be no assurance that such estimates and assumptions will prove to be correct.