Obviously management had to reduce the price of the offering
of their PP . The Market wouldn't pay the higher price. Hope this will be successful.
" Kontrol Energy Corp. (“Kontrol”, or the “Company”) (CSE: KNR, FSE: 1K8) is pleased to announce revised pricing terms on its previously announced best-efforts private placement offering (the “Offering”) for gross proceeds of up to $10.0 million in subscription receipts (“Subscription Receipts”). Pursuant to the Offering, Kontrol will issue Subscription Receipts at a price of $0.90 per Subscription Receipt.
The purchasers of the Subscription Receipts will automatically receive, for no additional consideration and without any action on their part, for every Subscription Receipt held, one unit of the Company (a “Unit”) comprised of one common share (a “Common Share”) and one common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder to acquire one common share at an exercise price of $1.10 per share for a period of 60 months following closing of the Offering.
The Warrants will not be subject to a warrant accelerator clause as previously announced by the Company. The Company will use commercially reasonable efforts to obtain the necessary approvals to list the Common Shares, the Warrants and the Common Shares issuable upon exercise of the Warrants on the Canadian Securities Exchange (“CSE”). All securities issued in the Offering will be subject to a four month hold period from the date of closing of the Offering.
The Offering is being led by Mackie Research Capital Corporation (“MRCC” or, the “Agent”) acting as lead agent and sole bookrunner on behalf of a syndicate of agents, including Echelon Wealth Partners Inc. and Eight Capital.
The Company has also granted to the Agent an option (the “Over-Allotment Option”) to offer up to an additional 15% in Subscription Receipts prior to closing of the Offering.
Members of management and the board plan to participate in the Offering alongside investors.
As previously announced, Kontrol has entered into a binding Letter of Intent (“LOI”) onJanuary 31, 2018 to acquire a profitable and fast growing blockchain software development firm (the “Target”) operating a successful Software-as-a-Service (“SaaS”) business that has demonstrated 100% recurring revenue (the “Acquisition”). Proceeds of the Offering will be used to fund the Acquisition and for other general corporate purposes.
The gross proceeds from the sale of Subscription Receipts pursuant to the Offering will be held in escrow pending satisfaction of all conditions precedent to the Acquisition. If the conditions precedent are satisfied at or before 5:00 p.m. (Toronto time) on the date which is 40 days after the closing of the Offering, the net proceeds from the sale of the Subscription Receipts will be released from escrow to the Company. If the conditions precedent to the Acquisition are not satisfied by 5:00 p.m. (Toronto time) within 60 days after the closing of the Offering then the purchase price for the Subscription Receipts will be returned pro rata to the subscribers, together with a pro rata portion of interest earned on the escrowed funds.
Completion of the Acquisition is subject to the parties completing a binding definitive agency agreement, completion of the Offering, the satisfactory completion of due diligence by Kontrol, and the approval of the transaction by Board of Directors of Kontrol and appropriate regulatory approvals.
The Subscription Receipts will be offered in all provinces of Canada, including Qubec. Completion of the Offering is subject to certain closing conditions, including the receipt of all necessary approvals of the CSE. Subject to satisfaction or waiver of all such conditions, closing of the Offering is expected to occur on or about the week of March 26, 2018.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The securities have not been and will not be registered under the United Sates Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state laws. No public offering of securities will be made in the United States.
About Kontrol Energy
Kontrol Energy Corp. (CSE: KNR, FSE: 1K8) is a leader in energy efficiency solutions and technology. Through a disciplined mergers and acquisition strategy, combined with organic growth, Kontrol Energy Corp. provides market-based energy solutions to our customers designed to reduce their overall cost of energy while providing a corresponding reduction in Greenhouse Gas (GHG) emissions."