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MONTREAL , Oct. 4, 2019 /CNW/ - VOTI Detection Inc. ("VOTI" or the "Company") (VOTI.V), a leading-edge Canadian technology company that develops latest-generation X-ray security systems based on 3D Perspective™ technology, announced today that, further to its announcements of September 23 and 26, 2019, it has entered into an underwriting agreement with a syndicate of underwriters led by GMP Securities L.P., and including Haywood Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc. and Echelon Wealth Partners Inc. (collectively, the "Underwriters"), for the sale of 3,034,286 common shares of the Company (the "Shares") at a price of $1.75 per Share (the "Offering Price") for gross proceeds of $5,310,001 (the "Offering"). The Company will grant to the Underwriters an option, exercisable at any time up to 30 days following the closing of the Offering, to purchase at the Offering Price up to an additional 15% of the Shares sold pursuant to the Offering (the "Over-Allotment Shares").
It is expected that certain existing shareholders of VOTI, other than the Company's directors and officers and other insiders, will purchase $3,025,299 of Shares under the Offering (the "president's list purchasers").
The Offering is being made pursuant to a short form prospectus that has been filed in each of the provinces of Canada . The Offering is expected to close on or about October 10, 2019.
The net proceeds from the Offering will be used to provide additional working capital and for general corporate purposes.
The Underwriters will receive an aggregate cash fee equal to 6% of the gross proceeds of the Offering (including in respect of any Over-Allotment Shares), other than the gross proceeds from the president's list purchasers, for which a cash fee equal to 3% will be paid. The Underwriters will also receive, as additional compensation, compensation options (the "Compensation Options") to purchase that number of Shares (the "Compensation Shares") that is equal to 4% of the Shares sold pursuant to the Offering (including in respect of any Over-Allotment Shares), other than pursuant to the Shares sold to president's list purchasers, for which the Underwriters will receive Compensation Options to purchase that number of Compensation Shares that is equal to 2% of the Shares sold to such president's list purchasers. Each Compensation Option is exercisable to purchase one Compensation Share at a price of $1.75 for a period of 24 months from the closing of the Offering.
The securities described herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
VOTI Detection Inc., headquartered in Montreal , Québec, and listed on the TSX Venture Exchange, is a leading-edge Canadian technology company that develops latest-generation X-ray security systems based on 3D Perspective™ technology. VOTI's technology produces remarkably sharp and more revealing X-ray images that are competitively superior while delivering enhanced threat detection capabilities and an improved user experience. Since its inception, VOTI has installed scanners in more than 50 countries and has consulted heavily with government agencies and security specialists worldwide to develop feature-rich and easy-to-use scanners that meet the sophisticated needs of modern security screening operations. www.votidetection.com
Notice Regarding Forward-looking Statements
This release includes forward-looking information within the meaning of Canadian securities laws regarding VOTI and its business. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of VOTI and are based on assumptions and subject to risks and uncertainties. Although the management of VOTI believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the threat detection technology industry, failure to obtain regulatory approvals, economic factors, management's ability to manage and to operate the business of VOTI, the equity markets generally and risks associated with growth and competition. Although VOTI has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and VOTI does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE VOTI Detection Inc.
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