Latest news with #1933Act


Cision Canada
13 hours ago
- Business
- Cision Canada
Perimeter Announces Closing of Final Tranche of Prospectus Offering for $2.25 Million; Total Gross Proceeds of $5.35 Million Raised Under Prospectus Offering
, July 29, 2025 /CNW/ - Perimeter Medical Imaging AI, Inc. (TSXV: PINK) (OTCQX: PYNKF) (" Perimeter" or the " Company"), a commercial-stage medical technology company, is pleased to announce that it has closed the second tranche of its previously announced prospectus offering (the " Offering") of units of the Company (the " Units") and pre-funded units of the Company. The Offering was completed on a reasonable "best efforts" agency basis pursuant to an agency agreement (the " Agency Agreement") dated May 29, 2025 between the Company and A.G.P. Canada Investments ULC (the " Agent"). Pursuant to the Offering, the Company has issued an aggregate of 7,416,667 Units at a price of $0.30 per Unit for aggregate gross proceeds of approximately $2,225,000. Inclusive of the closing of the initial tranche, the Company has issued an aggregate of 17,849,468 Units pursuant to the Offering, for aggregate gross proceeds of approximately $5,354,840. The Company does not expect to close any further tranches of the Offering. Each Unit is comprised of one common share in the capital of the Company (each a " Common Share") and one Common Share purchase warrant (each a " Warrant"). Each Warrant entitles the holder to acquire an additional Common Share for a period of 60 months, at an exercise price of $0.35. In connection with the second tranche closing of the Offering, the Company paid the Agent a cash commission equal to 3.5% of the proceeds of the Offering attributable to non-management subscribers. The Company intends to use the net proceeds from the Offering to continue the commercialization of its technology, establish clinical evidence and continue product development. The Company also intends to use the net proceeds for working capital and other general corporate purposes. The Offering was completed by way of a short form prospectus dated May 29, 2025 (the " Prospectus"). The Prospectus and the Agency Agreement are available on SEDAR+ at and contain important detailed information about the Offering. 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the " 1933 Act") and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable state securities laws. Adrian Mendes, an officer of the Company purchased a total of 3,333,334 Units under the Offering. The placement to such person constituted a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61- 101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The Company has not filed a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participants thereof were only finalized shortly before the closing of the Offering. About Perimeter Medical Imaging AI, Inc. Based in Toronto, Canada and Dallas, Texas, Perimeter Medical Imaging AI (TSX-V: PINK) (OTCQX: PYNKF) is a medical technology company driven to transform cancer surgery with ultra-high-resolution, real-time, advanced imaging tools to address areas of high unmet medical need. Available across the U.S., our FDA-cleared Perimeter S-Series OCT system provides real-time, cross-sectional visualization of excised tissues at the cellular level. The breakthrough-device-designated investigational Perimeter B-Series OCT with ImgAssist AI represents our next-generation artificial intelligence technology that is currently being evaluated in a pivotal clinical trial, with support from a grant of up to US$7.4 million awarded by the Cancer Prevention and Research Institute of Texas. The Company's ticker symbol "PINK" is a reference to the pink ribbons used during Breast Cancer Awareness Month. Perimeter B-Series OCT is limited by U.S. law to investigational use and not available for sale in the United States. Perimeter S-Series OCT has 510(k) clearance under a general indication and has not been evaluated by the U.S. FDA specifically for use in breast tissue, breast cancer, other types of cancer, margin evaluation, and reducing re-excision rates. The safety and effectiveness of these uses has not been established. For more information, please visit Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements This news release contains statements that constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. In this news release, words such as "may," "would," "could," "will," "likely," "believe," "expect," "anticipate," "intend," "plan," "estimate," and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking information may relate to management's future outlook and anticipated events or results and may include statements or information regarding the future financial position, business strategy and strategic goals, competitive conditions, research and development activities, projected costs and capital expenditures, research and clinical testing outcomes, taxes and plans and objectives of, or involving, Perimeter. Without limitation, statements regarding the use of proceeds from the Offering and the closing of additional tranches, are forward-looking information. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, any particular result will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions, and other unpredictable factors, many of which are beyond Perimeter's control. Such forward-looking statements reflect Perimeter's current view with respect to future events, but are inherently subject to significant medical, scientific, business, economic, competitive, political, and social uncertainties and contingencies. In making forward-looking statements, Perimeter may make various material assumptions, including but not limited to (i) the accuracy of Perimeter's financial projections; (ii) obtaining positive results from trials; (iii) obtaining necessary regulatory approvals; and (iv) general business, market, and economic conditions. Further risks, uncertainties and assumptions include, but are not limited to, those applicable to Perimeter and described in Perimeter's Annual Information Form for the year ended December 31, 2024, which is available on Perimeter's SEDAR+ profile at and could cause actual events or results to differ materially from those projected in any forward-looking statements. Perimeter does not intend, nor does Perimeter undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events, or circumstances or otherwise, except if required by applicable laws. Contacts Stephen Kilmer Investor Relations Direct: 647-872-4849 Email: [email protected] Adrian Mendes Chief Executive Officer Toll-free: 888-988-7465 (PINK) Email: [email protected]


Business Upturn
5 days ago
- Business
- Business Upturn
Humanoid Global Announces Closing of Private Placement
Vancouver, BC, July 24, 2025 (GLOBE NEWSWIRE) — Humanoid Global Holdings Corp. (formerly, New Wave Holdings Corp.) ('Humanoid Global' or the 'Company') (CSE:ROBO, FWB:0XM1, OTCPK:RBOHF) is pleased to announce, further to its news releases on June 23, 2025 and May 23, 2025, that the Company has completed its previously announced non-brokered private placement (the 'Offering'). Pursuant to the Offering, the Company issued 10,500,000 units of the Company (the 'Units') at the price of $0.30 per Unit for gross proceeds of $3,150,000. Each Unit consists of one common share in the capital of the Company (a 'Share') and one transferrable common share purchase warrant (a 'Warrant'). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.35 for a period of 24 months from the closing of the Offering. In connection with the Offering, the Company paid finder's fees to eligible finders consisting of $161,903.70 in cash and 574,702 common share purchase warrants (the 'Finder's Warrants'). Each Finder's Warrant is exercisable to acquire one Share at an exercise price of $0.35 per Share for a period of 24-months from the date of issuance, all in accordance with the policies of the Canadian Securities Exchange ('CSE'). The Company intends to use the proceeds for corporate development, marketing, and general working capital. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation and the policies of the CSE. 'The successful close of this private placement marks a pivotal moment for Humanoid Global. It equips us to dive into new investment opportunities in humanoid robotics and underscores our commitment to delivering real, tangible value for our investors,' said Joshua Matettore, Chief Executive Officer of Humanoid Global. Grant of Stock Options and RSUs The Company also announces that pursuant to its Stock Option and RSU Plans dated October 24, 2019, it has granted a total of 150,000 incentive stock options (the 'Options') and 150,000 restricted share units (the 'RSUs') to an officer of the Company, subject to CSE approval. Each Option is exercisable to purchase one Share of the Company at an exercise price of $0.61 for a period of 5 years from the date of the grant. The Options vest immediately and expire on July 24, 2030. Each RSU entitles the recipient to receive one Share of the Company on vesting. The RSUs will vest immediately and expire on July 24, 2028. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws. ABOUT HUMANOID GLOBAL HOLDINGS CORP. Humanoid Global Holdings Corp. (CSE: ROBO, FWB: 0XM1, OTCPK: RBOHF) is an investment issuer that has been focused on supporting innovative and fast-growing companies within the e-sports, Artificial Intelligence, Blockchain, and Web3 sectors. Investors interested in connecting with Humanoid Global can learn more about the Company by contacting Geoff Balderson, Chief Financial Officer. For further information please contact: Geoff Balderson, Chief Financial Officer, Humanoid Global Holdings Corp., (604) 602-0001. ON BEHALF OF THE BOARD OF DIRECTORS Anthony Zelen Director The CSE does not accept responsibility for the adequacy or accuracy of this release. This press release includes 'forward-looking information' that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include but are not limited to, statements relating to the completion of the Offering on the terms described herein or at all, and the use of proceeds and available funds following the completion of the Offering and are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. No securities regulatory authority has either approved or disapproved of the contents of this news release. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law. Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash


Hamilton Spectator
5 days ago
- Business
- Hamilton Spectator
Humanoid Global Announces Closing of Private Placement
Vancouver, BC, July 24, 2025 (GLOBE NEWSWIRE) — Humanoid Global Holdings Corp. (formerly, New Wave Holdings Corp.) ('Humanoid Global' or the 'Company') (CSE:ROBO, FWB:0XM1, OTCPK:RBOHF) is pleased to announce, further to its news releases on June 23, 2025 and May 23, 2025, that the Company has completed its previously announced non-brokered private placement (the 'Offering'). Pursuant to the Offering, the Company issued 10,500,000 units of the Company (the 'Units') at the price of $0.30 per Unit for gross proceeds of $3,150,000. Each Unit consists of one common share in the capital of the Company (a 'Share') and one transferrable common share purchase warrant (a 'Warrant'). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.35 for a period of 24 months from the closing of the Offering. In connection with the Offering, the Company paid finder's fees to eligible finders consisting of $161,903.70 in cash and 574,702 common share purchase warrants (the 'Finder's Warrants'). Each Finder's Warrant is exercisable to acquire one Share at an exercise price of $0.35 per Share for a period of 24-months from the date of issuance, all in accordance with the policies of the Canadian Securities Exchange ('CSE'). The Company intends to use the proceeds for corporate development, marketing, and general working capital. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation and the policies of the CSE. 'The successful close of this private placement marks a pivotal moment for Humanoid Global. It equips us to dive into new investment opportunities in humanoid robotics and underscores our commitment to delivering real, tangible value for our investors,' said Joshua Matettore, Chief Executive Officer of Humanoid Global. Grant of Stock Options and RSUs The Company also announces that pursuant to its Stock Option and RSU Plans dated October 24, 2019, it has granted a total of 150,000 incentive stock options (the 'Options') and 150,000 restricted share units (the 'RSUs') to an officer of the Company, subject to CSE approval. Each Option is exercisable to purchase one Share of the Company at an exercise price of $0.61 for a period of 5 years from the date of the grant. The Options vest immediately and expire on July 24, 2030. Each RSU entitles the recipient to receive one Share of the Company on vesting. The RSUs will vest immediately and expire on July 24, 2028. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws. ABOUT HUMANOID GLOBAL HOLDINGS CORP. Humanoid Global Holdings Corp. (CSE: ROBO, FWB: 0XM1, OTCPK: RBOHF) is an investment issuer that has been focused on supporting innovative and fast-growing companies within the e-sports, Artificial Intelligence, Blockchain, and Web3 sectors. Investors interested in connecting with Humanoid Global can learn more about the Company by contacting Geoff Balderson, Chief Financial Officer. For further information please contact: Geoff Balderson, Chief Financial Officer, Humanoid Global Holdings Corp., (604) 602-0001. ON BEHALF OF THE BOARD OF DIRECTORS Anthony Zelen Director The CSE does not accept responsibility for the adequacy or accuracy of this release. This press release includes 'forward-looking information' that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include but are not limited to, statements relating to the completion of the Offering on the terms described herein or at all, and the use of proceeds and available funds following the completion of the Offering and are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. No securities regulatory authority has either approved or disapproved of the contents of this news release. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.


Cision Canada
18-07-2025
- Business
- Cision Canada
Blue Sky Uranium Extends Non-Brokered Private Placement
/NOT FOR DISTRIBUTION TO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/ VANCOUVER, BC, July 18, 2025 /CNW/ - Blue Sky Uranium Corp. (TSXV: BSK) (FSE: MAL2) (OTC: BKUCF), ("Blue Sky" or the"Company") reports that, pursuant to its news release dated June 5, 2025, the Company has requested a 30-day extension to the non-brokered private placement (the " Offering"). The terms of the Placement remain the same. The Company confirms there are no material changes. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " 1933 Act") or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction. About Blue Sky Uranium Corp. Blue Sky Uranium Corp. is a leader in uranium discovery in Argentina. The Company's objective is to deliver exceptional returns to shareholders by rapidly advancing a portfolio of uranium deposits into low-cost producers, while respecting the environment, the communities, and the cultures in all the areas in which we work. Blue Sky's flagship Amarillo Grande Project was an in-house discovery of a new district that has the potential to be both a leading domestic supplier of uranium to the growing Argentine market and a new international market supplier. The Company's recently optioned Corcovo project has potential to host an in-situ recovery (" ISR") uranium deposit. The Company is a member of the Grosso Group, a resource management group that has pioneered exploration in Argentina since 1993. ON BEHALF OF THE BOARD "Nikolaos Cacos" ______________________________________ Nikolaos Cacos, President, CEO and Director Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE Blue Sky Uranium Corp.


Hamilton Spectator
18-07-2025
- Business
- Hamilton Spectator
American Tungsten Corp. Announces Upsize in Private Placement from $2.5 Million to $7.0 Million
Vancouver, BC, July 17, 2025 (GLOBE NEWSWIRE) — American Tungsten Corp. (CSE:TUNG) (OTCQB:DEMRF) (FSE:RK9) ('American Tungsten' or the 'Company') is pleased to announce, further to its news release of June 30, 2025, due to added interest, it is increasing the maximum amount to be raised under its previously announced non-brokered private placement of common shares of the Company (the 'Shares') from 5,000,000 Shares to up to a maximum of 14,000,000 Shares at a price of $0.50 per Share, for aggregate gross proceeds up to $7.0 million (the 'Offering'). 'This is a strong indication of the growing support for the IMA Project — a high-grade tungsten asset with the potential to become the first new tungsten producer in North America. It marks a key milestone in solidifying our path toward commercial production and advancing American Tungsten as a domestic supplier of critical minerals,' said Ali Haji, CEO of American Tungsten Corp. In connection with the Offering, the Company will pay finders' fees of up to 7.0% of the gross proceeds raised by the Company from the sale of Shares to subscribers directly introduced to the Company by eligible finders. In addition, the Company will issue to eligible finders non-transferable finders' warrants of up to 7.0% of the number of Shares sold in the Offering. Each finders' warrant will entitle the holder to acquire one Share at a price of $0.50 per Share for a period up to 24 months from the date of issuance, all in accordance with the policies of the Canadian Securities Exchange ('CSE'). The Company will use the net proceeds from the Offering to fund exploration work programs, option payments, mineral property acquisitions, marketing and for general working capital purposes. Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. The Offering is not subject to a minimum aggregate amount of subscriptions. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation and the CSE. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws. ABOUT AMERICAN TUNGSTEN CORP. American Tungsten Corp. is a Canadian exploration company focused on high-potential tungsten and magnetite portfolio in North America. The Company is advancing the Ima Mine Project in Idaho, a historic underground tungsten producer, where it holds an option to acquire full ownership (subject to a 2% royalty) and has expanded its land position with 113 additional federal claims covering nearly 2,000 acres. The Company's Star Project, spans over 4,600 hectares in British Columbia's Skeena Mining Division, where the company holds an option to earn 100% ownership. Social media links: LinkedIn: X: Facebook: corp/ Instagram: YouTube: ON BEHALF OF THE BOARD OF DIRECTORS: Ali Haji Chief Executive Officer 1055 West Georgia Street, Suite 1500 Vancouver, BC V6E 0B6 Canada For further information, please contact: Ali Haji, Chief Executive Officer Email: ir@ Phone: +1 (647) 871-4571 CSE:TUNG OTCQB:DEMRF FSE:RK9 The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release and has neither approved nor disapproved the contents of this press release. This news release includes 'forward-looking information' that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include but are not limited to, statements relating to the completion of the Offering on the terms described herein or at all, and the use of proceeds and available funds following the completion of the Offering and are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. No securities regulatory authority has either approved or disapproved of the contents of this news release. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.