Ni-Co Energy Inc. (“Ni-Co Energy” or the “Company”) is pleased to announce that it has filed a preliminary prospectus (the “Preliminary Prospectus”) with the securities regulatory authorities in the provinces of Québec, Ontario, Alberta, and British Columbia in connection with its proposed initial public offering (the “Offering”) of common shares of the Company (each a “Share”). The Offering is structured as a minimum offering of $1,500,000 (6,000,000 Shares) and a maximum offering of $3,000,000 (12,000,000 Shares), at a price of $0.25 per Share. The Company and the Agent (as defined herein) may jointly elect, at any time up to 48 hours prior to closing, to have up to 1,333,333 Shares issued as “flow-through” shares (each an “FT Share”) within the meaning of the Income Tax Act (Canada) at a price of $0.60 per FT Share.
The Offering will be conducted on a best-efforts basis by Research Capital Corporation (the “Agent”). The Company has granted the Agent an over-allotment option, exercisable in the Agent’s sole discretion, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to 1,800,000 additional Shares (representing 15% of the Shares sold under the Offering) at the applicable offering price. Pursuant to an agency agreement, the Agent will receive: (i) a cash agency fee equal to 10% of gross proceeds (or 4% in respect of sales to President’s List purchasers, being purchasers identified by the Company, representing up to $1,500,000 in subscriptions); (ii) a corporate finance advisory fee of $50,000; and (iii) agent’s compensation warrants entitling the Agent to purchase up to 1,200,000 Shares at $0.25 per share for a period of 24 months from the closing date of the Offering.
The Preliminary Prospectus contains important information relating to the Company, its business, and the Offering, and remains subject to completion or amendment. Copies are available under Ni-Co Energy’s profile on SEDAR+ (www.sedarplus.ca). Completion of the Offering is subject to, among other things, the receipt of customary approvals, including regulatory approvals. There will not be any sale or any acceptance of an offer to buy the Shares until a receipt for the final prospectus has been issued by the relevant securities regulatory authorities in Canada.
The Shares 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 state securities laws. Accordingly, the Shares 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 pursuant to exemptions from the registration requirements thereof. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Ni-Co Energy in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For Further Information, Please Contact
Alain Tremblay
President & Chief Executive Officer
info@nicoenergy.ca
819-485-1602
Forward-Looking Information
This news release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in the Preliminary Prospectus. Actual results could differ materially from those projected herein. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
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