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Yahoo
10 hours ago
- Business
- Yahoo
IDEX Biometrics ASA – Contemplated Fully Underwritten Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Oslo, Norway, 21 July 2025 IDEX Biometrics ASA ('IDEX' or the 'Company') has engaged Arctic Securities AS (the "Manager") to advise on and effect a contemplated private placement in the Company of 9,090,909 new shares in the Company (the "Offer Shares") raising gross proceeds of NOK 30 million (the "Private Placement"). The subscription price per Offer Share (the "Offer Price") is NOK 3.30 per Offer Share. Altea AS, Pinchcliffe AS (closely associated company of the CEO and CFO, Anders Storbråten), Anders Storbråten, Charles Street International Ltd. (Robert Keith) and K-Konsult AS (closely associated company of the chairperson of the board of directors, Morten Opstad) (the 'Underwriters') have, subject to customary conditions, accepted to be allocated Offer Shares that are not applied for during the Application Period (as defined herein) for up to NOK 30,000,000 pursuant to an underwriting agreement entered into with the Company (the "UWA"). An underwriting fee equal to 5% of the underwriting commitment by each Underwriter will be payable by the Company to each of the Underwriters in the form of a total of 454,542 new shares in the Company (the "Underwriting Shares"), subject to the approval and issuance of the Underwriting Shares by the EGM (as defined herein). The net proceeds from the Private Placement will be used to Company's commercialization efforts in line with the new business strategy announced in March 2025 as well as for general corporate purposes. The application period for the Private Placement will commence today, 21 July 2025 at 09:00 CEST and is expected to close no later than 21 July 2025 at 16:30 CEST (the "Application Period"). The Company, in consultation with the Manager, reserves the right to at any time and in its sole discretion resolve to close or extend the Application Period or to cancel the Private Placement in its entirety without further notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly. The final number of Offer Shares will be determined at the end of the Application Period, and the final allocation will be made at the sole discretion of the Board after consulting with the Manager. The allocation will be based on criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 22 July 2025 through a notification to be issued by the Manager. The Private Placement will be divided into two tranches: Tranche 1 ('Tranche 1') will consist of up to 4,731,594 Offer Shares, which may be issues based on the current outstanding authorization to issue new shares given to the Company's board of directors ('Board') by the annual general meeting on 21 May 2025 (the 'Authorization') and Tranche 2 ('Tranche 2') will consist of the number of Offer Shares that, together with the Tranche 1 shares, is necessary in order to raise gross proceeds of NOK 30 million. The issuance of Offer Shares in Tranche 2 remains subject to approval by an extraordinary general meeting, scheduled to be held on or about 14 August 2025 (the 'EGM'). Applicants will receive a pro rata portion of shares from Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement, with the exception of the Underwriters which has agreed that the new shares it is allocated in the Private Placement will all be allocated in Tranche 2. Tranche 1 will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement entered into between the Company, the Manager and an existing shareholder (the "Share Lending Agreement"). The Share Lending Agreement will be settled with new shares in the Company to be resolved issued by the Board pursuant to the Authorization. Settlement of the Private Placement is expected to take place on a delivery versus payment basis on or about 24 July 2025. The completion of Tranche 1 is subject to (i) approval by the Board under the Authorization and (ii) the Share Lending Agreement and the UWAs remaining in full force and effect ('Tranche 1 Conditions'). The completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval by the EGM and (iii) the Share Lending Agreement and the UWA remaining in full force and effect ('Tranche 2 Conditions'). Both the Tranche 1 Conditions and the Tranche 2 Conditions include the share capital increase pertaining to the issuance of the allocated Offer Shares under such tranche being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo ('VPS'), Completion of Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. The Board reserves the right to cancel, and/or modify the terms of the Private Placement, at any time and for any reason prior to delivery of the Offer Shares in Tranche 1, without or on short notice. The Applicant acknowledges that Tranche 1 and Tranche 2 of the Private Placement will be cancelled if the relevant conditions for such tranches (or issuance) are not fulfilled, and may be cancelled by the Board in its sole discretion for any other reason whatsoever prior to delivery of the Offer Shares in Tranche 1. Neither the Manager nor the Company will be liable for any losses if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification. The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider carrying out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below). The Subsequent Offering Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and an extraordinary general meeting, (iii) the prevailing market price of IDEX's shares being higher than the Offer Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority, IDEX will consider whether to carry out a subsequent offering (the "Subsequent Offering") of new shares in the Company. A Subsequent Offering will, if made, be directed towards existing shareholders in the Company as of 21 July 2025, as registered in IDEX's register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after publication of the Prospectus (if relevant), and the subscription price in the Subsequent Offering will be the same as the Offer Price in the Private Placement. IDEX will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved. About IDEX Biometrics ASAIDEX Biometrics ASA (OSE: IDEX) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. Our solutions bring convenience, security, peace of mind and seamless user experiences to the world. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, our biometric solutions target card-based applications for payments and digital authentication. As an industry-enabler we partner with leading card manufacturers and technology companies to bring our solutions to market. This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Kjell-Arne Besseberg, Chief Operating Officer, on 21 July 2025 at 07.30 CEST. Important information: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Manager nor any of their affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of their affiliates accept any liability arising from the use of this in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
11 hours ago
- Business
- Yahoo
IDEX Biometrics ASA – Contemplated Fully Underwritten Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Oslo, Norway, 21 July 2025 IDEX Biometrics ASA ('IDEX' or the 'Company') has engaged Arctic Securities AS (the "Manager") to advise on and effect a contemplated private placement in the Company of 9,090,909 new shares in the Company (the "Offer Shares") raising gross proceeds of NOK 30 million (the "Private Placement"). The subscription price per Offer Share (the "Offer Price") is NOK 3.30 per Offer Share. Altea AS, Pinchcliffe AS (closely associated company of the CEO and CFO, Anders Storbråten), Anders Storbråten, Charles Street International Ltd. (Robert Keith) and K-Konsult AS (closely associated company of the chairperson of the board of directors, Morten Opstad) (the 'Underwriters') have, subject to customary conditions, accepted to be allocated Offer Shares that are not applied for during the Application Period (as defined herein) for up to NOK 30,000,000 pursuant to an underwriting agreement entered into with the Company (the "UWA"). An underwriting fee equal to 5% of the underwriting commitment by each Underwriter will be payable by the Company to each of the Underwriters in the form of a total of 454,542 new shares in the Company (the "Underwriting Shares"), subject to the approval and issuance of the Underwriting Shares by the EGM (as defined herein). The net proceeds from the Private Placement will be used to Company's commercialization efforts in line with the new business strategy announced in March 2025 as well as for general corporate purposes. The application period for the Private Placement will commence today, 21 July 2025 at 09:00 CEST and is expected to close no later than 21 July 2025 at 16:30 CEST (the "Application Period"). The Company, in consultation with the Manager, reserves the right to at any time and in its sole discretion resolve to close or extend the Application Period or to cancel the Private Placement in its entirety without further notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly. The final number of Offer Shares will be determined at the end of the Application Period, and the final allocation will be made at the sole discretion of the Board after consulting with the Manager. The allocation will be based on criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 22 July 2025 through a notification to be issued by the Manager. The Private Placement will be divided into two tranches: Tranche 1 ('Tranche 1') will consist of up to 4,731,594 Offer Shares, which may be issues based on the current outstanding authorization to issue new shares given to the Company's board of directors ('Board') by the annual general meeting on 21 May 2025 (the 'Authorization') and Tranche 2 ('Tranche 2') will consist of the number of Offer Shares that, together with the Tranche 1 shares, is necessary in order to raise gross proceeds of NOK 30 million. The issuance of Offer Shares in Tranche 2 remains subject to approval by an extraordinary general meeting, scheduled to be held on or about 14 August 2025 (the 'EGM'). Applicants will receive a pro rata portion of shares from Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement, with the exception of the Underwriters which has agreed that the new shares it is allocated in the Private Placement will all be allocated in Tranche 2. Tranche 1 will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement entered into between the Company, the Manager and an existing shareholder (the "Share Lending Agreement"). The Share Lending Agreement will be settled with new shares in the Company to be resolved issued by the Board pursuant to the Authorization. Settlement of the Private Placement is expected to take place on a delivery versus payment basis on or about 24 July 2025. The completion of Tranche 1 is subject to (i) approval by the Board under the Authorization and (ii) the Share Lending Agreement and the UWAs remaining in full force and effect ('Tranche 1 Conditions'). The completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval by the EGM and (iii) the Share Lending Agreement and the UWA remaining in full force and effect ('Tranche 2 Conditions'). Both the Tranche 1 Conditions and the Tranche 2 Conditions include the share capital increase pertaining to the issuance of the allocated Offer Shares under such tranche being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo ('VPS'), Completion of Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. The Board reserves the right to cancel, and/or modify the terms of the Private Placement, at any time and for any reason prior to delivery of the Offer Shares in Tranche 1, without or on short notice. The Applicant acknowledges that Tranche 1 and Tranche 2 of the Private Placement will be cancelled if the relevant conditions for such tranches (or issuance) are not fulfilled, and may be cancelled by the Board in its sole discretion for any other reason whatsoever prior to delivery of the Offer Shares in Tranche 1. Neither the Manager nor the Company will be liable for any losses if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification. The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider carrying out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below). The Subsequent Offering Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and an extraordinary general meeting, (iii) the prevailing market price of IDEX's shares being higher than the Offer Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority, IDEX will consider whether to carry out a subsequent offering (the "Subsequent Offering") of new shares in the Company. A Subsequent Offering will, if made, be directed towards existing shareholders in the Company as of 21 July 2025, as registered in IDEX's register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after publication of the Prospectus (if relevant), and the subscription price in the Subsequent Offering will be the same as the Offer Price in the Private Placement. IDEX will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved. About IDEX Biometrics ASAIDEX Biometrics ASA (OSE: IDEX) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. Our solutions bring convenience, security, peace of mind and seamless user experiences to the world. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, our biometric solutions target card-based applications for payments and digital authentication. As an industry-enabler we partner with leading card manufacturers and technology companies to bring our solutions to market. This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Kjell-Arne Besseberg, Chief Operating Officer, on 21 July 2025 at 07.30 CEST. Important information: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Manager nor any of their affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of their affiliates accept any liability arising from the use of this in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
3 days ago
- Business
- Yahoo
Clip Money Inc. Announces US$4,000,000 Financings
TORONTO, July 18, 2025 (GLOBE NEWSWIRE) -- Clip Money Inc. (TSX-V: CLIP) (OTCQB: CLPMF) ('Clip Money' or the 'Company'), a company that operates a multi-bank self-service deposit system for businesses, is pleased to announce the closing of a non-brokered private placement of an unsecured convertible note (the 'Convertible Note') for gross proceeds of US$3,000,000 (or CAD$4,125,900, based on a CAD/USD exchange rate of US$1 = CAD$1.3753) to Cardtronics Inc. ('Cardtronics'), a subsidiary of NCR Atleos Corporation (the 'Convertible Note Financing'). Cardtronics is Clip Money's largest shareholder and also a strategic commercial partner through the NCR Atleos Allpoint ATM network. Cardtronics' continued support highlights its confidence in the Clip Money solution and team. Separately, Clip Money is also pleased to announce the closing of a non-brokered private placement of 6,876,500 common shares in the capital of the Company ('Common Shares') at a price of CAD$0.20 per Common Share for gross proceeds of US$1,000,000 (or CAD$1,375,300, based on a CAD/USD exchange rate of US$1 = CAD$1.3753) to two insiders of the Company (the 'Equity Financing', together with the Convertible Note Financing, the 'Financings'). The Convertible Note will accrue simple interest at a rate of 13% per annum. The Company will make quarterly cash interest payments in satisfaction of a portion of the interest that accrues on the principal amount of the Convertible Note in the preceding quarter. The principal amount of the Convertible Note outstanding on the Maturity Date plus all accrued and unpaid interest thereon that has not been previously paid in connection with the quarterly interest payments will be due and payable in full on, July 18, 2030 (the 'Maturity Date'). On the Maturity Date, payment of the principal amount of the Convertible Note then outstanding will be satisfied by the Company, at Cardtronics' sole discretion, through: (i) a cash payment equal to the entirety of the principal amount of the Convertible Note then outstanding; (ii) the issuance of a number of Common Shares equal to the entirety of the principal amount of the Convertible Note then outstanding divided by CAD$0.55 (the 'Conversion Price'); or (iii) a combination of a cash payment and the issuance of Common Shares at the Conversion Price, provided that at least 50% of the principal amount of the Convertible Note then outstanding must be converted into Common Shares. On the Maturity Date, payment of all accrued and unpaid interest up to and including the Maturity Date that has not been previously satisfied by way of the quarterly interest payments will be satisfied by the Company, at Cardtronics' sole discretion, through: (i) a cash payment equal to the entirety of all accrued and unpaid interest up to and including the Maturity Date; (ii) the issuance of a number of Common Shares equal to the entirety of the accrued and unpaid interest up to the Maturity Date divided by the then-prevailing market price of the Common Shares on the TSX Venture Exchange (the 'TSXV'), subject to prior written approval of the TSXV; or (iii) a combination of a cash payment and the issuance of Common Shares at the then prevailing market price of the Common Shares on the TSXV, subject to prior written approval of the TSXV. Subject to the terms of the Convertible Note, if the Company redeems all or a portion of the Convertible Note prior to the three year anniversary thereof, it must pay a redemption price equal to 102% of the portion of the principal amount of the Convertible Note being redeemed plus all accrued and unpaid interest up to and including the redemption date on the portion of the principal amount being redeemed. Such a redemption shall be payable in cash or, at the election of the holder and subject to the prior written approval of the TSXV, be payable in Common Shares pursuant to the terms of the Convertible Note. Subject to the terms of the Convertible Note, if the Company redeems all or a portion of the Convertible Note after the three year anniversary thereof and until the date that is one day before the Maturity Date, it must pay a redemption price equal to 101% of the portion of the principal amount of the Convertible Note being redeemed plus all accrued and unpaid interest up to and including the redemption date on the portion of the principal amount being redeemed. Such a redemption shall be payable in cash or, at the election of the holder and subject to the prior written approval of the TSXV, be payable in Common Shares pursuant to the terms of the Convertible Note. The Financings represent related-party transactions under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'), but are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transactions nor the consideration paid exceeds 25% of the Company's market capitalization. All securities to be issued in connection with the Equity Financing and the Convertible Note Financing are subject to a statutory hold period of four months plus a day from the date hereof in accordance with applicable securities legislation in Canada. The Company intends to use the net proceeds from the Financings for network expansion and customer acquisition, new unit capital expenditures, business operations and technology and for general corporate purposes. There was no finder's fee paid in connection with the Financings. EARLY WARNING DISCLOSURE REGARDING BRIAN BAILEY In connection with closing of the Equity Financing, Brian Bailey, president and chief operating officer of Clip Money, acquired 3,438,250 Common Shares at a price of CAD$0.20 per Common Share pursuant to the terms of a subscription agreement. Prior to closing of the Equity Financing, Mr. Bailey beneficially owned, directly or indirectly, (i) 7,233,766 Common Shares, (ii) a convertible note in the principal amount of CAD$367,518 (the 'Bailey Convertible Note') that is convertible into 735,036 Common Shares, in whole or in part, at the option of Mr. Bailey, based on the principal amount of the Bailey Convertible Note divided by the conversion price of CAD$0.50, (iii) 455,118 common share purchase warrants ('Warrants') exercisable for 455,118 Common Shares, and (iv) 1,449,650 options exercisable for 1,449,650 Common Shares (the 'Options'), representing approximately 6.86% of the issued and outstanding Common Shares of Clip Money on a non-diluted basis and approximately 9.14% of the issued and outstanding Common Shares of Clip Money on a partially diluted basis assuming the full conversion of the Bailey Convertible Note and the full exercise of the Warrants and Options. Following closing of the Equity Financing, Mr. Bailey will own (i) 10,672,016 Common Shares, (ii) the Convertible Note, (iii) 455,118 Warrants and (iv) 1,449,650 Options, representing approximately 9.51% of the issued and outstanding Common Shares of Clip Money on a non-diluted basis and approximately 11.59% of the issued and outstanding Common Shares of Clip Money on a partially diluted basis assuming the full conversion of the Bailey Convertible Note and the full exercise of the Warrants and Options. The securities of Clip Money are being held by Mr. Bailey for investment purposes and Mr. Bailey will evaluate his investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings through market transactions, private agreements, or otherwise. This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the early warning report to be filed by Mr. Bailey in connection with the transactions described above will be available on the Company's SEDAR+ profile at A copy of such report may also be obtained by contacting Joseph Arrage by telephone at 844-593-2547 or by email at jarrage@ The Company's registered office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7. About Clip Money Inc. Clip operates a multi-bank self-service deposit system for businesses through the Clip Money network that gives users the capability of making deposits outside of their bank branch at top retailers and shopping malls. Rather than having to go to their personal bank branch or using a cash pickup service, businesses can deposit their cash at any ClipDrop Box or ClipATM located near them. After being deposited, the funds will automatically be credited to the business' bank account, usually within one business day. The Company combines functional hardware, an intuitive mobile app and an innovative cloud-based transaction engine that maximizes business-banking transactions. Combined with mobile user applications, Clip offers a cost-effective and convenient solution for business banking deposits in metropolitan statistical areas across Canada and the United States. For more information about the Company, visit 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. For further information, please contact: Joseph ArrageChief Executive Officertel: 844-593-2547Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
3 days ago
- Business
- Yahoo
New Zealand Energy Corp. Closes Private Placement and Shares for Debt Transaction
Vancouver, British Columbia--(Newsfile Corp. - July 18, 2025) - New Zealand Energy Corp. (TSXV: NZ) ("NZEC" or the "Company") is pleased to announce that, further to its May 12, 2025, June 25, 2025, and July 3, 2025 and July 7, 2025, news releases, it has completed the closing of the previously announced non-brokered private placement (the "Private Placement") of common shares of the Company ("Common Shares"), subject to final approval of the TSX Venture Exchange. NZEC issued 15,103,556 Common Shares at a price of C$0.18 per Common Share for gross proceeds of $2,718,640. In addition, NZEC settled the outstanding indebtedness in the amount of $300,000 owing to Charlestown Energy Partners, LLC ("Charlestown") through the issuance of 1,666,667 Common Shares at a deemed price of C$0.18 per Common Share. Charlestown also acquired an additional 1,111,111 Common Shares pursuant to the Private Placement. NZEC also completed the issuance of the 1,000,000 Common Shares at a deemed price of C$0.18 per Common Share to Vliet Financing B.V. ("Vliet") in accordance with the agreement to terminate the outstanding loan, as previously announced on May 12, 2025 and June 25, 2025. As previously disclosed and as noted below, the Issuer will also use the proceeds from the Private Placement to pay the cash amount of C$500,000 to Vliet, following which the outstanding loan in the principal amount of C$2,000,000 plus accrued interest will be terminated. All of the Common Shares issued are subject to a hold period that expires on November 19, 2025. The net proceeds from the Private Placement will be used to fund ongoing work on Tariki gas storage project, to terminate the outstanding loan currently held by Vliet in accordance with the agreement previously announced on May 12, 2025 and June 25, 2025, and for general working capital. Robert Bose, a director of the Company, is a principal of Charlestown. Vliet is a company controlled by Frank Jacobs, Chairman and a director of NZEC. In addition, Bill Treuren, a director of NZEC, subscribed for 200,000 Common Shares and Toby Pierce, a director of NZEC, subscribed for 300,000 Common Shares under the Private Placement. The Private Placement, the debt settlement and the termination of the outstanding loan are each a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (the "Related Party Policies"). NZEC has determined that exemptions from the various requirements of the Related Party Policies are available in connection with the Private Placement, the debt settlement and termination of the outstanding loan (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than $2,500,000). As noted above, Charlestown acquired an aggregate of 2,777,778 Common Shares. Prior to the offering, Charlestown controlled 1,777,777 Common Shares, or approximately 8.63% of the total issued and outstanding Common Shares and 500,000 stock options. Charlestown now owns 4,555,555 Common Shares, or approximately 11.87% of the issued and outstanding Common Shares and 500,000 stock options. Assuming the exercise of the stock options, Charlestown would own or control 5,055,555 Common Shares, or approximately 13.01% of the total issued and outstanding Common Shares. The acquisition of the Common Shares by Charlestown was made for investment purposes. Charlestown may increase or decrease its investment in NZEC depending on market conditions or any other relevant factors. The head office address for NZEC is 11 Young Street, New Plymouth, New Zealand. The address for Charlestown is 17 State Street, Suite 3811 New York, NY 10004 USA. As noted above, Vliet, a company controlled by Mr. Jacobs, acquired 1,000,000 Common Shares. Prior to the closings, Mr. Jacobs controlled 2,227,163 Common Shares, or approximately 10.81% of the total issued and outstanding Common Shares and 200,000 stock options. Mr. Jacobs now owns 3,227,163 Common Shares, or approximately 8.41% of the issued and outstanding Common Shares and 200,000 stock options. Assuming the exercise of the stock options, Mr. Jacobs would own or control 3,527,163 Common Shares, or approximately 9.14% of the total issued and outstanding Common Shares. The holdings of Mr. Jacobs have decreased to less than 10% of the issued and outstanding Common Shares of NZEC. The acquisition of the Common Shares by Mr. Jacobs was made in connection with the termination of the outstanding loan including accrued interest. Mr. Jacobs may increase or decrease his investment in NZEC depending on market conditions or any other relevant factors. The head office address for NZEC is 11 Young Street, New Plymouth, New Zealand. The address for Mr. Jacobs is Citadel 27 4652-GJ-Steenbergen, The Netherlands. On behalf of the Board of Directors "Michael Adams" CEO New Zealand Energy ContactsEmail: info@ Website: Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information regarding: the business of the Company, including future plans and objectives, the Private Placement, the debt settlement and the termination of the Vliet loan. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects NZEC's current beliefs and is based on information currently available to NZEC and on assumptions NZEC believes are reasonable. These assumptions include, but are not limited to: TSX Venture Exchange approval of the Private Placement, the underlying value of NZEC and its Common Shares, NZEC's current and initial understanding and analysis of its projects and the development required for such projects; the costs of NZEC's projects; NZEC's general and administrative costs remaining constant; and the market acceptance of NZEC's business strategy. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of NZEC to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; industry condition; volatility of commodity prices; imprecision of reserve estimates; environmental risks; operational risks in exploration and development; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting NZEC; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in NZEC's disclosure documents on the SEDAR+ website at Although NZEC has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of NZEC as of the date of this news release and, accordingly, is subject to change after such date. However, NZEC expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law. To view the source version of this press release, please visit Sign in to access your portfolio
Globe and Mail
3 days ago
- Business
- Globe and Mail
US Copper Corp Announces Upsize of Non-Brokered Private Placement
Toronto, Ontario--(Newsfile Corp. - July 18, 2025) - US Copper Corp (TSXV: USCU) (OTCQB: USCUF) (FSE: C73) (" US Copper" or the " Company") is pleased to announce that, further to the Company's press release dated July 14, 2025, US Copper has increased the size of its previously announced non-brokered private placement (the " Offering"). Pursuant to the upsize, the Offering now consists of aggregate gross proceeds of up to $1,250,000 comprised of up to 12,500,000 units at a price of $0.10 per unit (each such unit being comprised of one common share and one warrant). Each whole warrant will entitle the holder to purchase one common share for $0.15 at any time within 2 years after closing. All securities issued pursuant to this private placement will be subject to a four (4) month hold period. Completion of the Offering is subject to receipt of all required regulatory and TSX Venture Exchange approvals. The Company intends to use the proceeds of the Offering for general working capital purposes. For Further Information Contact: Mr. Stephen Dunn, President, CEO and Director, US Copper Corp (416) 361-2827 or email info@ 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 press release. This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forward-looking statements reflect the current beliefs and expectations of management and are identified by the use of words including "will", "hopes", "anticipates", "expected to", "plans", "planned", "intends" and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company's management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at Investors are cautioned not to place undue reliance upon forward-looking statements.
