Valour Inc, a technology company bridging the gap between traditional capital markets and decentralized finance, is pleased to announce that further to its news release dated October 11, 2022, it has closed the first tranche of its non-brokered private placement financing (the “Private Placement“) of units (“Units“) for gross proceeds of $1,414,973 through the sale of 7,074,865 Units at a price of C$0.20 per Unit (the “First Tranche“). Each Unit is comprised of one common share of the Company and one half of a common share purchase warrant (each whole warrant, a “Warrant“), entitling the holder of a Warrant to acquire one additional common share of Valour (a “Common Share“) at an exercise price of $0.30 for a period of 24 months from issuance.
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A director of the Company purchased an aggregate of 2,500,000 Units under the Private Placement. The issuance of Units to such insider is considered a related party transaction under the NEO Listing Manual and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61- 101“). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(a) of MI 61-101, respectively, in respect of such insider participation. Further details will be provided in the Company’s material change report relating to the Private Placement to be filed on SEDAR. The Company did not file a material change report in respect of the related party transaction less than 21 days prior to the closing of the Private Placement, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Private Placement in an expeditious manner.
In connection with the closing of the First Tranche, the Company paid finders an aggregate of $7,499.73 cash commission and issued to finders an aggregate of 187,493 broker warrants (“Broker Warrants“) of the Company. Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of $0.30 for a period of two years from the date of issuance. Valour intends to use the proceeds of the First Tranche for general corporate purposes.
The Company expects the closing of a second tranche to occur on or about November 21, 2022. All securities issued in connection with the Private Placement will be subject to a statutory hold period of four-months and one day. Completion of the Private Placement is subject to a number of conditions, including without limitation, receipt of NEO Exchange approval.