Calgary, Alberta--(Newsfile Corp. - April 26, 2024) - FluroTech Ltd. (TSXV: TEST.H) ("FluroTech" or the "Company") is pleased to announce, further to its news release dated April 19, 2024, that it has completed its non-brokered private placement financing of common shares of FluroTech ("Common Shares") at a price of CDN$0.075 per Common Share, which was oversubscribed for aggregate gross proceeds of CDN$1,000,000 (the "Private Placement").
The Private Placement was completed in connection with the proposed business combination of the Company with Great Slave Helicopters 2018 Ltd. as further described in the news releases dated March 11, 2024 and April 19, 2024 (the "Transaction"), which such Transaction is intended to constitute a "Change of Business" of FluroTech, as such term is defined in the policies of the TSX Venture Exchange ("TSXV").
An aggregate of 13,333,335 Common Shares were issued in connection with the Private Placement. In accordance with Policy 5.2 of the TSXV ("Policy 5.2"), the proceeds of the Private Placement will be used for purposes of funding the costs associated with completing the Transaction, including costs related to audit fees, legal fees, preparation of necessary documentation for the Transaction and due diligence costs, and for working capital and general corporate purposes.
In connection with the Private Placement, the Company has entered into certain finder's fee agreements with each of Research Capital Corporation, James O'Brien and Michael Swistun (each a "Finder"), whereby each Finder will be paid a cash finder's fee of 7% of the aggregate gross proceeds from the Private Placement for subscribers that the Finder introduced to the Company (the "Finder's Fees"). The Finder's Fees remains subject to acceptance by the TSXV.
Trading Halt
In accordance with Policy 5.2, the Common Shares are currently halted from trading and are expected to remain halted pending the requirements of Section 2.5 of Policy 5.2 being met.
About FluroTech
FluroTech was incorporated under the Business Corporations Act (Alberta) on May 24, 2018. FluroTech is currently inactive with limited operations and the Common Shares of FluroTech are currently halted on the NEX. FluroTech has no commercial operations and no assets other than cash and is a reporting issuer in the provinces of Alberta and British Columbia.
For further information contact:
Michael Rodyniuk, Chief Executive Officer
FluroTech Ltd.
c/o Borden Ladner Gervais LLP
Centennial Place, 520 3 Ave SW Suite 1900
Calgary, AB T2P 0R3
Attention: Michael Rodyniuk, President & CEO
E-mail: mrod@cafincorp.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: the Transaction; and the use of proceeds from the Private Placement and the acceptance of the TSXV of the Finder's Fees. FluroTech cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of FluroTech, including expectations and assumptions concerning FluroTech, the Transaction, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable) and the satisfaction of other closing conditions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of FluroTech. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. 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, and FluroTech does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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