BuildDirect announces Private Placement of up to CAD $2,300,000 and Close of the First Tranche of Private Placement
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Dec. 30, 2022 /CNW/ - BuildDirect.com Technologies Inc. (TSXV: BILD) ("BuildDirect" or "Company") is pleased to announce a non-brokered private placement of common shares (the "Private Placement") and the closing of the first tranche of the Private Placement.
All references to dollars herein are in Canadian dollars ($) unless otherwise specified.
BuildDirect is pleased to announce the Private Placement of up to approximately 6,216,217 common shares (each, a "Common Share") at a price of $0.37 per Common Share for total gross proceeds of up to $2,300,000. The Company will use the net proceeds from the Private Placement to continue to advance BuildDirect's strategy and for general working capital purposes.
Closing of the Private Placement is expected to occur in multiple tranches and the Company expects to complete subsequent tranches of the Private Placement on or before February 11, 2023. No bonus, finder's fee, commission, agent's option or other compensation has been or will be payable in connection with the Private Placement.
BuildDirect is also pleased to announce the closing of the first tranche of the Private Placement pursuant to which the Company issued a total of 4,283,785 Common Shares (each a "Common Share") at a price of $0.37 per Common Share for total gross proceeds of $1,585,000 (the "First Tranche").
The Common Shares issued pursuant to First Tranche of the Private Placement are subject to a statutory hold period of approximately four months ending on May 1, 2023 in accordance with applicable securities law.
Pelecanus Investments Ltd. ("Pelecanus"), Lyra Growth Partners Inc. ("Lyra") and Beedie Investments Ltd. ("Beedie") are all insiders by virtue of currently holding 38.5% (undiluted) and 40.9% (partially diluted), 12% (undiluted) and 13.1% (partially diluted), and 13.6% (undiluted) and 14.7% (partially diluted) respectively of the issued and outstanding common shares of the Company. Pelecanus and Beedie, through a wholly owned subsidiary, participated in this First Tranche of the Private Placement by purchasing 3,162,163 and 1,121,622 Common Shares respectively and Lyra entered into a binding subscription agreement with the Company to purchase 1,121,622 Common Shares as part of a subsequent tranche of the Private Placement and, accordingly, the Private Placement constitutes a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation and minority approval requirement under MI 61-101 as the fair market value of Pelecanus', Lyra's and Beedie's participation in the Private Placement does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company will not file a material change report more than twenty-one (21) days before the expected closing date of the Private Placement, as the details of the Private Placement were not finalized until December 30, 2022, and the Company wishes to close the Private Placement as soon as practicable.
A copy of the early warning reports to be filed by the Company in connection with the Private Placement will be available on SEDAR at www.sedar.com under BuildDirect's profile and may also be obtained by contacting Matthew Alexander, Interim CFO at [email protected] or by telephone at 1-778-382-7748. This news release is issued under the early warning provisions of the Canadian securities legislation. The Company's head office is at #090-200 Granville Street Vancouver, BC V6C 1S4, Canada and the address of Pelecanus is 100-565 Great Northern Way, Vancouver BC V5T 0H8
The securities referred to in this news release 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 within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About BuildDirect
BuildDirect (TSXV: BILD) is a growing omnichannel building material retailer. BuildDirect connects North American home improvement B2B and B2C organizations and homeowners with quality building materials and services through its robust global supply chain network. BuildDirect's growth trajectory, strong product offering and proprietary heavyweight delivery network are delivering value today, solidifying its position as an innovative player in the home improvement industry. For more information, visit www.BuildDirect.com.
Forward-Looking Information
This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. These statements reflect management's current beliefs and expectations and are based on information currently available to management as at the date hereof. Forward-looking statements involve significant risk, uncertainties and assumptions.
Forward-looking statements in this press release may include, without limitation, statements relating to the closing of the Private Placement with Lyra, the expected closing of subsequent tranches of the Private Placement and use of proceeds of the Private Placement.
Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Among those factors are changes in consumer spending, availability of mortgage financing and consumer credit, changes in the housing market, changes in trade policies, tariffs or other applicable laws and regulations both locally and in foreign jurisdictions, availability and cost of goods from suppliers, fuel prices and other energy costs, interest rate and currency fluctuations, retention of key personnel and changes in general economic, business and political conditions. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in this press release reflect the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. There may be other risks, uncertainties and factors that cause results not to be as anticipated, estimated or intended and such changes could be material. These forward-looking statements are made as of the date of this press release, and BuildDirect assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
SOURCE BuildDirect.com Technologies Inc.
Matthew Alexander, Interim-CFO, BuildDirect IR, 1-778-382-7748, [email protected]
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