Calgary, Alberta, (September 13, 2019) – Ivrnet Inc. (TSX.V: IVI) (“Ivrnet”) is pleased to announce that it is commencing a private placement offering of up to 40,000,000 common shares (the “Offered Shares”) at a price of $0.025 per Offered Share for gross proceeds of up to $1,000,000 (the “Offering”). The Offering will be available to accredited investors and to Ivrnet’s existing shareholders resident in Canada (except Newfoundland and Labrador). All Offered Shares to be issued pursuant to the Offering will be subject to a statutory four month hold period. The Offering is being made pursuant to the grant of a discretionary waiver from the TSX Venture Exchange, pursuant to its bulletin dated April 7, 2014, of the TSXV’s minimum $0.05 pricing requirement. Closing of the Offering is subject to receipt of subscription agreements from suitable investors and receipt of TSX Venture Exchange approval.
The minimum amount to be raised pursuant to the Offering is $507,000. Ivrnet has received a non-binding verbal commitment from one investor for $375,000 conditional on the concurrent subscription for $132,000 from certain insiders of the Company [(i) David Snell, the largest shareholder of the Company, a current Director and the former President and CEO ($66,000); (ii) Andrew Watts, the current President and CEO and a Director ($36,000); and (iii) Scott Pickard, the current Chairman of the Board ($30,000)]. If the minimum proceeds of $507,000 are raised, it is anticipated that the proceeds will be used to pay certain trade payables. The proceeds will not be used to repay the debt from wages and other compensation owed to the subscribing insiders.
The aforementioned participation by insiders in the Offering will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the Offered Shares to be issued to such insiders does not exceed 25% of Ivrnet’s pre-transaction market capitalization.
The maximum amount to be raised pursuant to the Offering is $1,000,000. Ivrnet will complete a first closing of the Offering as soon as subscriptions for the minimum Offering of $507,000 (20,280,000 Offered Shares) are received. Ivrnet will seek to raise the balance of the Offering of $493,000 (19,720,000 Offered Shares) from accredited investors and from existing shareholders resident in Canada (except Newfoundland and Labrador). If the maximum proceeds of $1,000,000 are raised, it is anticipated that the net proceeds will be used approximately as follows: (i) $744,000 to pay certain trade payables and (ii) $256,000 for general working capital. The proceeds will not be used to repay the debt from wages and other compensation owed to the subscribing insiders.
Existing Shareholder Offering
The Offering will be open to participation by existing shareholders (that portion of the Offering referred to herein as the “Existing Shareholder Offering”) resident in Canada (except Newfoundland and Labrador) as of the record date of September 12, 2019 (the “Record Date”) until October 11, 2019 (the “Expiry Date”).
There is no minimum amount that will be required to be raised pursuant to the Existing Shareholder Offering portion of the Offering. However, after the minimum Offering is successfully completed, for the balance of the Offering priority will be given to existing shareholders such that all existing shareholder subscriptions will be accepted (subject to an over subscription resulting from existing shareholders alone in which case subscriptions from existing shareholders will be accepted on a “first come, first served” basis (the existing shareholder subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the earlier of the Expiry Date and the date that the maximum amount of the Offering is reached). If the balance of the Offering is not subscribed for by existing shareholders by the Expiry Date, subscriptions from other investors will be accepted until the maximum Offering is achieved.
Shareholders interested in participating in the Existing Shareholder Offering should contact, or have their registered broker contact, Jason Myers, Chief Financial Officer of Ivrnet, at email@example.com to obtain a copy of the subscription agreement for the subscription of Offered Shares by existing shareholders. Requests should be received by no later than October 4, 2019 so that subscription agreements can be signed and funds can be received by Ivrnet by no later than October 9, 2019.
In the existing shareholder subscription agreements, subscribers will be required to represent that they held common shares of Ivrnet on the Record Date and will continue to hold common shares of Ivrnet on closing, indicate the total number of Offered Shares they wish to subscribe for at the price of $0.02 per Offered Share and provide funds (certified cheque or wire transfer) for the purchase of the Offered Shares.
The Existing Shareholder Offering is being made under rules adopted by the various securities commissions in Canada (except in Newfoundland and Labrador) relating to distributions to existing security holders, as well as under other applicable exemptions without issuing a prospectus. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period for all investments made under this exemption unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer, in which case the investment can exceed $15,000. However, if an existing shareholder is also an accredited investor, the existing shareholder can purchase Offered Shares under the accredited investor exemption in applicable Canadian securities legislation and thereunder not be subject to an investment limit.
Although the Existing Shareholder Offering is not being offered pro rata, all shareholders of Ivrnet effective as of the Record Date will be treated equally and have an equal opportunity to participate in the Existing Shareholder Offering. However, the Company reserves the right not to accept subscription amounts of less than $1,000 (50,000 Offered Shares) to avoid disproportionate administrative costs.
Ivrnet is a software and communications company that develops, hosts, sells and supports value added business automation software. Our products and services are delivered through the traditional phone network and the Internet. These applications facilitate automated interaction through personalized communication between people; mass communication for disseminating information to thousands of people concurrently and personalized communication between people and automated systems. Ivrnet’s applications are accessible through nearly any form of communication technology, at any time, from anywhere in North America via voice, phone, fax, email, texting and the Internet.
Certain statements in this news release, other than statements of historical fact, are forward-looking information that involves various risks and uncertainties. Such statements relating to, among other things, Ivrnet’s intention to complete a private placement of Offered Shares to raise up to $1,000,000, are forward-looking and are necessarily subject to risks and uncertainties, some of which are significant in scope and nature. There is no assurance that Ivrnet will be able to raise any funds pursuant to the Offering. Further, there is no assurance that Ivrnet will be able satisfy any conditions to closing the Offering that may arise. These uncertainties may cause actual results to differ from information contained herein. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of the management on the dates they are made and expressly qualified in their entirety by this notice. Ivrnet assumes no obligation to update forward-looking statements should circumstances or management’s estimates or opinions change
For further information: please contact Andrew Watts, President and CEO, Ivrnet Inc.; Tel/fax 1.800.351.7227; E-mail: firstname.lastname@example.org
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.
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