VANCOUVER, BC – December 3, 2020 – LUXXFOLIO Holdings Inc. (the “Company”) (CSE: LUXX) announces that the Company has completed the sixth and final tranche of its previously announced non-brokered private placement of up to 8 million Special Warrants at a price of C$0.05 per Special Warrant (the “Offering”).
The final tranche closed on December 2, 2020. It consisted of 650,000 Special Warrants for gross proceeds of $32,500. The Offering, under which an aggregate of 5,000,000 Special Warrants were issued for total gross proceeds of $250,000, is now closed.
Each Special Warrant is non-transferrable and entitles the holder to automatically receive, without payment of additional consideration one common share in the capital of the Company on the earlier of:
– 5 business days after the holder elects to convert all of their Special Warrants; and
– The day the Company has cumulatively raised $500,000 via equity financings after the close of the Offering; and
– The day that is three years after the date of the close of the Offering.
The holders of the Special Warrants have limited voting rights on certain corporate matters including share consolidations and election of directors. The Company may also seek the approval of the Special Warrant holders for private placements or public offerings for the sale of equity securities of its own issuance after the close of the Offering (“Future Offerings”).
Subject to any Special Warrants remaining outstanding during the three-year term, the Company will only undertake a Future Offering if:
a.) The offering price of the equity security (the “Future Offering Price”) is greater than $0.055
within the first 18-month period following the close of the Offering; or
b.) The Future Offering Price is greater than $0.0575 after the 18-month period immediately
following the close of the Offering; or
c.) The Future Offering is approved by a majority vote of the Special Warrant holders. Any Future Offering Price will be adjusted to account for any share consolidation, stock split, recapitalization, and the like that occurs after the close of the Offering.
All securities issued and issuable pursuant to the Offering are subject to a hold period of four months and one day from the date of issuance. Completion of the Offering is subject to the receipt of all regulatory approvals, including the approval of the Canadian Securities Exchange.
An insider of the Company subscribed for 10,000 Special Warrants in the final tranche and such subscription is a “related party transaction” under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is 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, nor the fair market value of the consideration for, the transaction, insofar as it involves the insider, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the transaction because the Company had not received and accepted a subscription from the insider at that time
The Company intends to use the proceeds from the Offering for general working capital and to enable the Company to pursue the strategic review which was announced in December (the “Strategic Review”) and related opportunities, which may include, but are not limited to, the non-binding letter of intent disclosed in March of this year, the non-binding term sheet disclosed on November 24, 2020, changes to the capital structure, the acquisition or merger of a strategic opportunity, the disposition of certain assets of the Company, or the further development and expansion of the Company’s wholly owned subsidiary’s authentication and distributed ledger technology.
There is no assurance that the Strategic Review or the Offering or both will result in the approval or completion of any strategic alternative or transaction in the future. The Company continues to proceed expeditiously but has not set a timetable for completion of the Strategic Review. The Company will provide updates on the Strategic Review at such time as it determines that further disclosure is appropriate or required.
LUXXFOLIO Holdings Inc. is a growth-oriented, CSE-listed company based in Canada. The Company utilizes blockchain technology and other trust-based authentication and crypto mining tools for asset monetization of unique identifiable assets (UIAs). UIAs may include digital contracts, equipment, memorabilia, artwork, and crypto assets. It provides a liquid alternative for exposure to the UIAs for the broader capital markets.
For more information, please contact:
Dean Linden, Chief Executive Officer
Tel: (604) 398-3837 or (425) 449-9442
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “will be”, “proposes, “intends to”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements regarding the issuance of securities, the Acquisition, and the business of the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company and its subsidiary to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.