VOTI Detection Announces Upsizing of its Previously Disclosed Private Placement Led by Echelon Wealth Partners

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MONTREAL, April 28, 2021 /CNW/ - (TSXV: VOTI) VOTI Detection Inc. (the "Company" or "VOTI") is pleased to announce the upsizing of its previously disclosed brokered private placement from gross proceeds of up to approximately CAD$4,000,000 to gross proceeds of up to CAD$4,275,000 (the "Offering"). The Offering was previously disclosed on April 15, 2021 and further updated on April 27, 2021. Other than the upsizing, the other terms of the Offering, the Units and the Warrants remain unchanged.

As previously announced, the Offering is being led by Echelon Wealth Partners Inc. as lead agent and sole bookrunner, and includes a syndicate of other agents consisting of Haywood Securities Inc. and Stifel Nicolaus Canada Inc.(collectively, the "Agents").

Following the upsizing, the Offering will consist of up to 10,178,600 units of the Company (each, a "Unit", and collectively the "Units") at a price of CAD$0.42 per Unit (the "Offering Price"). Each Unit consists of one Common Share (each, a "Common Share", and collectively the "Common Shares") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant" and collectively the "Warrants"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of CAD$0.55 per Common Share for a period of 36 months from the closing date of the Offering.

The Corporation will use the net proceeds of the Offering for debt repayment, sales, marketing, general corporate and working capital purposes.

The Company will pay a cash commission to the Agents equal to 8.0% of the aggregate gross proceeds of the Offering (3.0% from the sale of Units to purchasers identified on the Company's president's list) and will issue broker warrants equal to 8.0% of the number of Units sold under the Offering (3.0% of the number of Units from the sale of Units to purchasers identified on the Company's president's list), each exercisable to acquire one Common Share at the Offering Price for a period of 24 months from the closing date of the Offering.

Closing of the Offering is expected to occur on or about May 6, 2021.

The Units will be offered and sold by private placement in Canada to "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions and other exempt purchasers in each province of Canada, and may be sold outside of Canada on a basis which does not require the qualification or registration of any of the Common Shares or the Warrants comprising the Units in the subscriber's jurisdiction. The Company may also concurrently offer and sell Units outside of Canada on a non-brokered, unregistered private placement basis to a limited number of "accredited investors" (as defined in Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) with whom the Company has substantive pre-existing relationships, in reliance on exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws or in other jurisdictions where permitted by law. The securities issued in the Offering will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of 4 months and one day from the date of issuance.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About VOTI Detection

VOTI, headquartered in, and listed on the TSX Venture Exchange, is a leading-edge Canadian technology company that develops latest-generation X-ray security systems based on 3D Perspective™ technology. VOTI's technology produces remarkably sharp and more revealing X-ray images that are competitively superior while delivering enhanced threat detection capabilities and an improved user experience. Since its inception, VOTI has installed scanners in more than 50 countries and has consulted heavily with government agencies and security specialists worldwide to develop feature-rich and easy-to-use scanners that meet the sophisticated needs of modern security screening operations. www.votidetection.com

Legal Disclaimer

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.

Forward-Looking Statement

This release includes forward-looking information and forward-looking statements within the meaning of Canadian securities laws regarding VOTI and its business, including, without limitation, with respect to the completion of the Offering and the expected timing therefor, the expected gross proceeds to be obtained (including with respect to the upsizing) and the expected use of proceeds of the Offering. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of VOTI, and are based on assumptions and subject to risks and uncertainties. Although the management of VOTI believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the threat detection technology industry, failure to obtain regulatory approvals, economic factors, management's ability to manage and to operate the business of VOTI, the equity markets generally and risks associated with growth and competition. Although VOTI has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and VOTI does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors identified in VOTI's most recently filed management's discussion and analysis and in other publicly filed documents under VOTI's profile on SEDAR at www.sedar.com, as well as other unknown risks.

SOURCE VOTI Detection Inc.

Michael Ickman, Chief Financial Officer, [phone], [email protected].

Related Links

www.votidetection.com