Volt Carbon Technologies Inc. (“Volt Carbon” or the “Company”), is pleased to announce that it has closed the first tranche of the private placement (the “Offering”) announced on March 6, 2023, by issuing an aggregate number of 3,050,000 units (“Units”) at a price of $0.08 per Unit for gross proceeds of $244,000 (the “First Tranche”).
Each Unit consists of one (1) common share in the capital of the Company and one (1) common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to acquire one (1) additional common share in the capital of the Company (each a “Warrant Share”) at an exercise price of $0.16 per Warrant Share for a period of 36 months from the date of issuance. All common shares issued under the First Tranche will be subject to a four month and one day hold period.
An insider of the Company purchased or acquired direction and control over a total of 625,000 Units under the First Tranche of the Offering. Such participation will be considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the First Tranche of the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves related parties, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101). A material change report was not filed at least 21 days before the closing of the First Tranche. The Company considers this to be reasonable and necessary in the circumstances as the total amount to be invested by the applicable insider was not settled until shortly prior to the closing of the First Tranche and to allow the Company to close the First Tranche on an expedited basis for sound business reasons, including for general working capital purposes.
The Company expects to close the second tranche of the Offering on or before April 10th, 2023, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.
No finder’s fee was payable in connection with the closing of the First Tranche.