Close of Second Tranche of Private Placement and Amendment of Private Placement Terms
VANCOUVER, BC – August 31, 2020 – LUXXFOLIO Holdings Inc. (the “Company”) (CSE: LUXX) announces that, in connection with its previously announced non-brokered private placement (the “Offering”), the Company has completed the second tranche (“Second Tranche”) of the Offering and has made both amendments to the Offering and expanded the size of the Offering. The Offering was initially announced on June 2, 2020 and followed by a July 3, 2020 announcement that it would comprise 4 million Class A Preferred Shares of the Company at a price of C$0.05 per Preferred Share. Subsequently, the Company amended the Offering to 8 million Special Warrants at a price of C$0.05 per Special Warrant, instead of the previously announced 4 million Class A Preferred Shares.
The Second Tranche consisted of 1,300,000 Special Warrants for aggregate gross proceeds of $65,000.
Each Special Warrant will be non-transferrable and will entitle 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 holder of the Special Warrant will 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 will be 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.
Insiders of the Company subscribed for 300,000 Special Warrants in the Second Tranche and such subscriptions are considered to be a “related party transaction” as defined in 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 insiders, 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 an 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 Letter of Intent disclosed in March of this year, 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.
The Company’s focus is the development of its subsidiary’s permissioned based distributed ledger platform to enable an organization or individual to authenticate, secure, and track via a highly secure verifiable ledger their digital based assets, contracts and documents, physical based assets such as luxury or collector goods, and other unique products (“Uniquely Identified Assets”). The platform aims to provide a secure and reliable place to authenticate and track Uniquely Identified Assets and provide the ability to monetize or securitize these assets.
For more information, please contact:
Dean Linden, Chief Executive Officer
Tel: (604) 398-3837
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.