SYATF Siyata Mobile Announces Non-Brokered Private Placement of ~$1.0M USD in Unsecured Convertible Debentures
8:00 am ET June 3, 2020 (Globe Newswire) Print
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Siyata Mobile Inc.(the "Company" or "Siyata") (TSX-V:SIM) (OTCQX:SYATF / FRA: WK3D) is pleased to announce it has entered into an agreement with a reporting insider of the Company in connection with a non-brokered private placement financing (the "Offering") pursuant to which the insider has agreed to subscribe for up to 1,400 senior unsecured convertible debentures (the "Convertible Debentures") at an issue price of CDN$1,000 per Convertible Debenture for aggregate gross proceeds of approximately USD$1,000,000.
Each Convertible Debenture will be convertible, at the option of the holder, into 3,333 common shares in the capital of the Company (the "Common Shares" and each, a "Common Share") at a price of CDN$0.30 (the "Conversion Price") per Common Share, subject to adjustment in certain events.
Each Convertible Debenture will bear interest at a rate of 10.0% per annum from the date of issue, payable in cash quarterly in arrears. Any unpaid interest payments will accrue and be added to the principal amount of the Convertible Debenture.
The Convertible Debentures will mature twelve (12) months (the "Maturity Date") after the date of issuance and are redeemable at 101% of the face value at any time after the closing date.
On the closing date, Accel will also receive one (1) non-transferrable common share purchase warrant (each, a "Warrant") for each CDN$1.00 principal amount of the Convertible Debentures purchased. Each Warrant will entitle the holder to acquire one Common Share (each, a "Warrant Share") at an exercise price of CDN$0.30 per Warrant Share for a period of twelve (12) months after the date of issue.
The Offering will be considered a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). Pursuant to Section 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders in respect of the Offering due to the fair market value of the related party's participation in the Offering being below 25% of the Company's market capitalization for purposes of MI 61-101.
The Company has also entered into an agreement with an existing arm's-length debenture holder to amend the terms of its outstanding convertible debentures due June 28, 2020 (the "Existing Debentures") on equivalent terms as the Offering (the "Amendment") in the amount of CDN$250,000. Before the closing of the above financing and amendment, there remains ~$1.3M CDN outstanding to convertible debenture holders due June 28, 2020.
No finders fees are being paid in conjunction with this offering.
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