NFT Tech Announces Proposed Private Placement of up to $2,000,000
NFT Technologies Inc. (NEO: NFT | OTC Pink: NFTFF | FRA: 8LO) (the "Company" or "NFT Tech"), a leading technology company partnering with top-tier brands to accelerate their entry into the world of web3 through innovative technologies and unparalleled creativity, is pleased to announce a non-brokered private placement of units ("Units") for gross proceeds of up to C$2,000,000 (the "Offering") through the sale of up to 13,333,333 Units at a price of $0.15 per Unit (the "Private Placement"). The Private Placement is expected to close on or around October 5, 2022 (the "Closing Date").
Each Unit is comprised of one class A voting common share without par value in the capital of NFT Tech (the "Unit Shares") and one purchase warrant (a "Warrant") to purchase a common share (the "Warrant Shares"). Each Warrant is exercisable at any time for a period of two years from the date on which such Warrants are issued and at a price of $0.30 per share, with the Warrants to be governed by the terms of a warrant agency agreement between NFT Tech and Odyssey Trust Company, as warrant agent. Pursuant to the warrant indenture, if the volume-weighted average price of its stock over 10 consecutive days traded on the NEO Exchange at or more than $0.60, the Issuer has the option to accelerate the expiration date of the warrants to a date that is 30 days from the date of written notice in the form of a press release or other form of notice permitted. The Offering is not subject to a minimum amount of funds being raised. The net proceeds from the Offering are intended to be used to fund the cash portion of the purchase price of the Company's previously-announced acquisition of Run It Wild and for general working capital purposes.
The issued and outstanding common shares of NFT Tech are listed for trading on the NEO Exchange under the ticker symbol "NFT"; on the Frankfurt exchange in Germany, under the symbol "8LO"; and on the OTCPINK in the United States underthe symbol "NFTFF". The Unit Shares, Warrants and underlying Warrant Shares shall be subject to a statutory hold period in Canada which extends to four months and one day after the Closing Date.
The Units will be offered for sale by way of private placement pursuant to applicable exemptions from the prospectus requirements in all of the provinces of Canada, pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended, in the United States and in other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.
About NFT Tech
NFT Tech works to develop infrastructure, assets, real estate and IP in the metaverse, build and generate revenue from web3 games and assets, and bring insights and benefits to the public markets. By bridging the gap between traditional capital markets and the Web3 space, NFT Tech is mainstreaming decentralized ownership, NFTs, and the metaverse.
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Cautionary Note on Forward-Looking Information
This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements generally are identified by words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions. Forward-looking statements in this press release include statements relating to closing of the private placement; potential benefits and demands for direct-to-consumer NFT projects; potential benefits, development and acceptance of web3 and related applications; continued employment of Run It Wild employees and the value of their experience; plans for accelerating growth; and the continued public acceptance of NFTs. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release including, without limitation, the risk factors described in the Prospectus. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Neo Exchange has not reviewed or approved this press release for the adequacy or accuracy of its contents.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (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 (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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