VANCOUVER, British Columbia, Oct. 5, 2018 /PRNewswire/ -- Nubeva Technologies Ltd. ("Nubeva" or the "Company") (TSX-V: NBVA, OTC: NBVAF), is pleased to announce that it intends to complete a non-brokered private placement (the "Private Placement") of 1,935,483 restricted voting common shares ("Shares") of Nubeva at a price of $0.775 per Share for gross proceeds to the Company of $1,500,000. Randy Chou, the Chief Executive Officer and a controlling shareholder of Nubeva, will be the sole subscriber. The Company will use the proceeds from the Private Placement for general working capital purposes. The Shares issued pursuant to the Private Placement will be subject to a four month hold period from the date of closing.
In connection with the Private Placement, Mr. Chou plans to complete a "gypsy swap", whereby he will sell up to 5,161,290 million common shares of his personal holdings at a price in context with the market, but no less than $0.775 per share (the "Cross") over the facilities of the TSX Venture Exchange Inc. (the "TSXV"). Mr. Chou intends to use 37.5% of the proceeds from the Cross to participate in the Private Placement. He intends to use the remaining 62.5% to cover personal taxes incurred pursuant to the Company's February 28, 2018 reverse takeover transaction. The Private Placement and the Cross remain subject to all necessary regulatory approvals, including the approval of the TSXV.
The issuance of Shares to Mr. Chou pursuant to the Private Placement is considered to be a related party transaction subject to TSX-V Policy 5.9 and Multilateral Instrument 61-101. Nubeva intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under section 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the Private Placement by Mr. Chou will not exceed 25% of the fair market value of Nubeva's market capitalization. The Private Placement was approved by the board of the Company, excluding Mr. Chou, who abstained and disclosed to the board his interest in the Private Placement as the sole subscriber.
In connection with the foregoing Cross and Private Placement, Nubeva has engaged Echelon Wealth Partners Inc. to provide capital markets advisory services.
This press release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state 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, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
About Nubeva Technologies Ltd.
Nubeva Technologies Ltd. develops Software-as-a-Service ("SaaS") software and services that enable enterprises to run best-of-breed cybersecurity in public cloud environments. Nubeva's products provide enhanced visibility and control over network traffic and simplified automation and operation that is essential to run top-tier security technologies and services in the cloud easily and at low costs. With Nubeva, organizations can leverage existing policies, technologies and operations and accelerate their move to the cloud with confidence. San Jose, CA-headquartered Nubeva is committed to the vision of dramatically broader and lower cost availability of the world's best security to confront the rising cyber-crime threat. Visit www.nubeva.com for more information.
Forward Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Company's business plans and the outlook of the cybersecurity industry. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Specifically, there is no assurance that the Pre-Sale Offering or the Token Offering will be completed or as to the amount of proceeds that will be raised. In addition, there is no assurance that the required regulatory approvals can be obtained. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its subsidiaries, their securities, or their respective financial or operating results (as applicable).
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:
Nubeva Technologies Ltd.
Chief Marketing Officer
Marcel Valentin, Investor Relations
SOURCE Nubeva Technologies Ltd.