Xtract One Technologies Inc (XTRAF)

[shell3]

The Private Placement
In conjunction with closing of the Transaction, the Corporation has closed a private placement for gross proceeds of $2,355,100 by the issuance of 15,700,665 Units of the Corporation at a price of $0.15 per Unit (the “Private Placement”). Each “Unit” is comprised of one Share of the Corporation and one Share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to acquire one additional Share of the Corporation at an exercise price of $0.30 until the date that is two years from their issuance (the “Expiry Date”), subject to acceleration. If, at any time between the Expiry Date and the date that is four months and one day from the date of issuance of the Warrants, the closing price of the Shares on the TSXV is equal to or greater than $1.25 for 10 consecutive trading days, then the Corporation may, at its sole option, elect to provide notice (the “Acceleration Notice”) to the holders of the Warrants, which Acceleration Notice may be provided by news release, that the Warrants will expire at 4:00 p.m. (Vancouver time) on the date that is 30 days from the date of the Acceleration Notice (the “Accelerated Expiry Date”). In such instance, all Warrants that are not exercised prior to the Accelerated Expiry Date shall expire on the Accelerated Expiry Date. Canaccord Genuity Corp. received cash commissions of $133,328 and 888,853 non-transferable Broker Warrants in connection with the Private Placement, and PI Financial Corp. received cash commissions of $50,979.96 and 336,000 non-transferable Broker Warrants in connection with the Private Placement. Each “Broker Warrant” entitles the holder thereof to purchase one Share at an exercise price of $0.30 per Share for a period of two years from the closing of the Private Placement. The net proceeds of the Private Placement will be used for advancing the Corporation’s business and for working capital, as more particularly described in the Filing Statement. All securities issued under the Private Placement are subject to a hold period of four months in accordance with applicable securities laws.
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