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VANCOUVER, British Columbia, Nov. 29, 2021 (GLOBE NEWSWIRE) -- Immutable Holdings Inc. (NEO:HOLD) (“Immutable Holdings” or the “Company”), a publicly-traded blockchain holding company, is pleased to announce that it has entered into an agreement with Stifel GMP (the “Lead Agent”) pursuant to which the Company and the Lead Agent have agreed to: (i) increase the size of the previously announced marketed offering of units of the Company (“Units”) at an offering price of $2.60 per Unit from up to $10 million to up to $14 million (the “Offering”); and (ii) increase the size of the agents’ option on the Offering (the “Agents’ Option”) to 1,153,846 Units, which if exercised in full, would provide the Company with additional proceeds of approximately $3 million for aggregate gross proceeds of approximately $17 million.
Each Unit will consist of one class A subordinate voting share (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”) of the Company. Each Warrant shall entitle the holder thereof to acquire one Common Share in the capital of the Company (each, a “Warrant Share”) at a price of $4.00 per Warrant Share, until the date which is 36 months following the closing of the Offering (the “Expiry Date”), subject to adjustment in certain events. In the event the volume weighted average trading price of the Common Shares on the NEO Exchange is equal to or greater than $8.00 for a period of 20 consecutive trading days at any time following the date which is four months and a day after the closing date of the Offering, the Company may, at its sole option, accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire at 4:00 p.m. (Toronto time) on the date which is the earlier of: (i) the 60th day after the date on which such notice is given by the Company; and (ii) the Expiry Date.
The Agents’ Option is exercisable in whole or in part, at any time and from time to time up to 48 hours prior to the closing of the Offering.
Notwithstanding any of the foregoing, a portion of the Units issued under the Offering will be issued and sold by the Company on a non-brokered basis and in regards to the non-brokered portion of the Offering, the shares comprising part of the Units, as well as the shares underlying the Warrants, may be class B multiple voting shares in the capital of the Company rather than class A subordinate voting shares.
The net proceeds of the Offering will be used for working capital and general corporate purposes.
The Offering is scheduled to close the week of December 13th, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the NEO Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (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 an exemption from such registration is available.
About Immutable Holdings Inc.
Immutable Holdings (NEO:HOLD), the Blockchain Holding Company, is on a mission to democratize access to Web3 and blockchain-based products and services. Founded by Jordan Fried, a founding team member of the $11B Hedera Hashgraph network, Immutable Holdings already boasts over $150M under management and a portfolio of businesses and brands built on the blockchain ecosystem: 1800Bitcoin.com, Central Bank Digital Currency (CBDC.com), HBAR Labs, Immutable Advisory, Immutable Asset Management and NFT.com. To learn more, visit https://immutableholdings.com/.
This news release contains certain statements which constitute forward-looking statements or information under applicable Canadian securities laws, including statements relating to the terms, timing and completion of the Offering, the ability of the Company to satisfy all conditions to closing the Offering and the expected use of proceeds from the Offering. Such forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, which could cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks and uncertainties include changes to applicable laws or the regulatory sphere in which the Company operates, general economic and capital markets conditions, stock market volatility, the ability of the Company to obtain necessary consents for the Offering, including the approval of the NEO Exchange, and the ability of the Company to complete the Offering on the terms expected or at all. Although the Company believes that the forward-looking statements in this news release are reasonable, they are based on factors and assumptions, based on currently available information, concerning future events, which may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.