SAIS Limited (“SAIS” or the “Company”) (TSXV: SAIS) is pleased to announce that it will conduct a non-brokered private placement (the "Offering") of a minimum of 17,843,137 ordinary shares in the capital of the Company (the "Ordinary Shares") and a maximum of 19,607,843 Ordinary Shares at a price of CDN$0.255 to raise minimum gross proceeds of CDN$4,500,000 and maximum gross proceeds of CDN$5,000,000. Separately, the Company is proposing to settle with certain existing arm’s length debt holders up to US$1,500,000 of outstanding indebtedness through the issuance of Ordinary Shares at the same price of CDN$0.255 per share (the “Debt Settlement”). The total number of Ordinary Shares to be issued under the Debt Settlement will be calculated based on the Bank of Canada's exchange rate the day before closing of the Debt Settlement.
SAIS intends to use the net proceeds from the Offering for operating expenses and working capital purposes. However, there may be circumstances where a reallocation of those proceeds may be necessary. SAIS will reallocate funds only for sound business reasons and in furtherance of its business.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Offering constitutes a "related party transaction" as a director of the Company is expected to purchase 17,843,137 Ordinary Shares. The Company is relying on exemptions available under MI 61-101 from the formal valuation and minority approval requirements.
The Ordinary Shares issuable in connection with the Offering and the Debt Settlement will be subject to a hold period expiring four months and one day from the date of issuance thereof. The completion of the Offering and the Debt Settlement remains subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
Following the completion of the Offering and Debt Settlement, the Company intends to explore strategic alternatives including the pursuit of a go-private transaction. As of the date hereof, the Company has not entered into any definitive agreement in connection with such strategic alternatives and there is no assurance that the Company will complete a related transaction.
No Offering in the United States
The Ordinary Shares will not be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”) and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Ordinary Shares in the United States or to, or for, the account or benefit of, U.S. persons.
Singapore-based SAIS Limited (TSXV: SAIS) is a global provider of advanced technology solutions, business intelligence and supporting services. We connect businesses with their customers through end-to-end intelligent solutions. A leader in the development of mobile commerce platforms, we are focused to create technology aimed at providing unique digital experiences to foster ground-breaking client-customer relationships. To learn more about our group, visit our website: sais-group.com
To learn more about SAIS Limited, visit our website: sais-group.com
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 regarding the completion, timing and quantum of proceeds of the Offering and Debt Settlement, the Company’s future financial position and results of operations, 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 are set out under the heading “Risks and Uncertainties” in the Company's final long form prospectus dated July 26, 2018 and the Company's management information circular dated July 29, 2019, copies of which are available on the Company’s SEDAR profile at www.sedar.com. 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 or referenced 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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