New warrant starts trading tomorrow
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VOLATUS AEROSPACE CORP. ("VOL") ("VOL.WT") ("VOL.WT.A")
BULLETIN TYPE: Prospectus-Unit Offering, Private Placement- Brokered, New Listing-Warrants
BULLETIN DATE: October 11, 2022
TSX Venture Tier 2 Company
Prospectus-Unit Offering
Effective September 19, 2022, the Company's final short form prospectus dated September 16, 2022, qualifying the distribution of up to 11,111,200 units (the "Units") of the Company, excluding underwriter's over-allotment option, was filed with and accepted by TSX Venture Exchange (the "Exchange"), and filed with and receipted by the Ontario Securities Commission as principal regulator. Under Multilateral Instrument 11-102 - Passport System the prospectus is deemed to have been filed with and receipted by each of the British Columbia and Alberta Securities Commissions.
The Exchange has been advised that the closing of the offering occurred on October 06, 2022, for gross proceeds of CDN$4,021,852.32 (including the underwriter's over-allotment option that was partially exercised).
Offering: 11,171,812 Units (includes 60,612 Units of underwriter's over-allotment option that was partially exercised). Each Unit consists of one common share and one common share purchase warrant, with each whole warrant being exercisable into one common share at CDN$0.50 until October 06, 2024 (the "Offering").
Unit Price: CDN$0.36 per Unit
Agent(s): Echelon Wealth Partners Inc. and Integral Wealth Securities Limited
Agent(s) Commission: An aggregate of CDN$302,147.37 in cash and 839,299 non-transferrable broker warrants. Each broker warrant entitles the holder to acquire one common share at CDN$0.36 until October 06, 2024.
Over-Allotment Option: The Company granted the Agents an option (the "Over-Allotment Option") to purchase additional Units (the "Additional Units"), at the Offering Price, for a maximum number equal to 15% (1,666,680 Units) of the number of Units sold under the Offering for a period of 30 days from the closing date of the Offering.
Private Placement- Brokered
The Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on August 29, 2022 (the "Brokered Private Placement"):
Number of Securities: 569,222 common shares
Purchase Price: CDN$0.36 per common share
Warrants: 569,222 common share purchase warrants to acquire 569,222 common shares of the Company
Warrants Exercise Price: $0.50 per Warrant until October 06, 2024
Number of Placees: 16 Placees
Insider / Pro Group Participation:
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| Placees
| # of Placee (s)
| Aggregate # of Units
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| Aggregate Existing Insider Involvement:
| 2
| 97,222
| Aggregate Pro Group Involvement:
| 1
| 42,000
|
Broker's Fee: Echelon Wealth Partners Inc - $11,555.94 in cash and 32,099 non-transferable broker warrants
Integral Wealth Securities Limited - $2,151.66 in cash and 5,977 non-transferable broker warrants
Raymond James Ltd. - $756.00 in cash and 2,100 non-transferable broker warrants
Broker's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of CDN$0.36 until October 06, 2024.
The closing of the Brokered Private Placement occurred on October 06, 2022. The Company confirmed that the gross proceeds from the closing of the Brokered Private Placement were $204,919.92 (569,222 Units). For further information, please refer to the Company's press release dated October 06, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
Listing of Warrants:
Effective at the opening, Thursday, October 13, 2022, the Warrants issued in the Offering (including pursuant to the partial exercise of the Over-Allotment Option) and the Brokered Private Placement will commence trading on TSX Venture Exchange. The Company is classified as a "Industrial" company.
Corporate Jurisdiction: Ontario
Capitalization: up to 15,555,656 warrants created and authorized, of which 11,741,034 Warrants will be issued and outstanding. 11,171,812 Warrants will be tradable, while 569,222 issued pursuant to the Brokered Private Placement will remain subject to a hold period of four months and one day (February 07, 2023).
Warrants Exercise Price: Each Warrant entitles its holder thereof to acquire one common share of the Company at an exercise price of CDN$0.50 per common share at any time prior to 4:00 p.m. (Toronto time) on the date that is October 06, 2024.
Transfer Agent: TSX Trust Company
Trading Symbol: VOL.WT.A
CUSIP Number: 92865G121
The Warrants will be governed by the terms of a warrant indenture dated October 06, 2022, between the Company and TSX Trust Company, as warrant agent. Warrants listed under the Restricted CUSIP will be automatically exchanged into Unrestricted CUSIP upon expiration of the hold period.
The Company has confirmed that closing of the Offering and the Brokered Private Placement occurred on October 06, 2022. For further information, please refer to the Company's press release dated October 06, 2022. |
