TSXV: CHIP.H
CALGARY, AB,
Pursuant to the terms of the Debt Settlement Agreements, the Company has agreed to issue an aggregate of 1,029,301 Settlement Shares at a deemed issuance price of
The Settlement Shares will be issued in reliance on certain prospectus exemptions available under Canadian securities legislation and will be subject to a four month and one day hold period from the date of issuance.
789,301 of the Settlement Shares are being issued to insiders of the Company (the "Insiders"). Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the settlement of the Payables will constitute a "related party transaction" as the Insiders are considered to be related parties to the Company. The Company will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities to be distributed to, and the consideration received from, the Insiders will not exceed 25% of the Company's market capitalization. The settlement of the Payables has been approved by all of the directors of the Company.
Conversion of the Payables and issuance of the Settlement Shares is subject to the acceptance of the
About the Company
Further information regarding
Neither the
Cautionary Notes
Certain statements contained in this press release constitute "forward-looking statements". All statements other than statements of historical fact contained in this press release, including, without limitation, those related to the completion of the shares for debt transaction, including the conversion of the Payables, issuance of the Settlement Shares, and acceptance by the TSXV, and the Company's strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "plan", "continue", "will", "may", "would", "anticipate", "estimate", "forecast", "predict", "project", "seek", "should" or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to the risk factors discussed in the Company's Management's Discussion and Analysis for the year ended December 31, 2020. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.
SOURCE
© Canada Newswire, source