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Wechsel an die TSXV
VANCOUVER B.C., July 17, 2015 — Eight Solutions Inc. (CSE:ES) (“Eight” or the “Company”) has engaged Cantor Fitzgerald Canada Corporation (“Cantor Fitzgerald”) to undertake a brokered private placement.
According to the terms of the engagement, units (each, a “Unit”) will be sold at a price of $0.50 per Unit (the “Issue Price”) for gross proceeds of up to $5 million (the “Offering”). Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”), which will entitle the holder to acquire one Common Share at a price of $0.60 per Common Share for a period of 24 months from the closing of the Offering.
The Warrants are subject to an accelerated expiry whereby if the volume weighted average trading price of the Common Shares on the stock exchange on which the Common Shares are then listed and posted for trading exceeds $1.00 for a period of 30 consecutive trading days, the Company may provide notice to the holders of the Warrants of early expiry and the Warrants will expire on the date which is 30 days after the date of such notice.
Cantor Fitzgerald will have an option, exercisable in whole or in part at any time up to 48 hours prior to the closing date, to arrange for the sale, at the Issue Price, of up to an additional 15% of Units to be offered pursuant to the Offering.
Funds raised from the Offering are anticipated to be used to further develop and commercialize Cumul8, the Company’s unique data visualization solution, and for general corporate and working capital purposes. Closing of the Offering is anticipated to occur on or about August 7, 2015 or on such other date as the Company and Cantor Fitzgerald may mutually agree, and will be subject to the receipt of all applicable regulatory approvals, customary closing conditions including satisfactory completion of due diligence and the entry into a definitive agency agreement. The Offering is also subject to a number of additional conditions including: listing of the Common Shares on the TSX Venture Exchange (the “TSXV”), the execution of certain undertakings by management of the Company not to sell or dispose of any securities for a period of 120 days following closing of the Offering, and the undertaking of the Company not to issue securities at a price below the Issue Price for a period of 120 days following closing of the Offering. Listing on the TSXV will be subject to the Company meeting all of the TSXV’s listing requirements.
The Company has agreed to pay Cantor Fitzgerald a commission consisting of a cash fee of 7% of the gross proceeds from the Offering and issuing to them compensation options, which entitle Cantor Fitzgerald to purchase that number of Units as is equal to 7% of the number of Units issued pursuant to the Offering, exercisable at a price of $0.50 per Unit for 24 months from the closing of the Offering.
None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful. The Offering will only be available to investors for which there is an exemption from the prospectus requirement.
About Eight Solutions
Eight Solutions Inc. is a technology company led by a team of gaming industry veterans. The Company creates and develops elegant software where science and art are brought together to solve business challenges. EightÂ’s portfolio includes Cumul8, a data analytics and visualization solution; Reelhouse, an online entertainment distribution community; and an award winning 3D technology division. For more information, visit
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