PsiNaptic Inc. Announces Receipt of a Variation Order for Cease Trade Order and Completion of Financing to Seek Revocation of Cease Trade Order Currently in Place
/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS/
CALGARY, AB, June 17, 2021 /CNW/ - PSINAPTIC INC. (the "Company") is pleased to announce that the Company has received a Variation Order for a Cease Trade Order issued by the Alberta Securities Commission on February 3, 2010 to allow the Company to raise money to finance completion of certain financial statements, payment of outstanding fees and the application for a full revocation of the existing Cease Trade Orders in Alberta and British Columbia.
The Company has not carried on active business since 2010 when it ceased operations as a technology company because the Company could not obtain additional financing nor obtain commercial agreements for its technology. Ultimately the Company could not continue to file required financial disclosure and it was made subject to cease trade orders in Alberta and British Columbia and was delisted from the NEX Exchange.
In 2021 the directors of the Company determined to take actions necessary to seek revocation of the existing cease trade orders in the hope that the Company would be able to acquire an existing business whether by merger or acquisition and once again become listed on a public exchange.
Effective June 15, 2021, Company raised $25,000 through the issuance of 5,000,000 Class A Common Shares ("Common Shares") at a purchase price of $0.005 per share (the "Financing"). The Company intends to use this money to complete certain audited financial statements and pay various outstanding fees necessary in order to apply for a revocation of the Cease Trade Orders currently in place. There can be no assurance that this amount will be sufficient to finance the Company until a suitable transaction is identified nor that a full revocation of the outstanding Cease Trade Orders will be achieved.
Additional information about the Company is available on SEDAR at www.sedar.com under the Company's profile.
Related arty Disclosure
Under the Financing, each of the directors of the Company, injected $5,000 into the Company and each acquired ownership of 1,000,000 Common Shares. Each of their participation in the Financing constitutes a "related party transaction" as defined in Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transaction ("MI 61-101"). These transactions were exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, pursuant to subsections 5.5(b), 5.5(c), 5.7(b) and 5.7(e) of MI 61-101 as the distribution of securities was for cash and the fair market value not more than $2,500,000. A resolution of the Board of Directors was passed in accordance with the Business Corporations Act (Alberta) approving the Financing. No special committee was established in connection with the Financing, and no materially contrary view or abstention was expressed or made by any director. The interest of the directors in the Financing was disclosed to the directors of the Company prior to the execution of the consent resolution.
The Company did not file a material change report more than 21 days before the expected closing of the Financing because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of such transactions and the Company wished to close on an expedited basis for sound business reasons.
This press release is not an offer of the Company's securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company's securities have not been and will not be registered under the U.S. Securities Act.
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 these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the anticipated use of proceeds, and other information concerning future events or the intentions, plans and future action of the Company that may be described herein. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, as well as those risk factors discussed or referred to in the Company's Management's Discussion and Analysis available at www.sedar.com, many of which are beyond the control of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
SOURCE PsiNaptic Inc.