TORONTO, ONTARIO–(Marketwired – Oct. 7, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Breaking Data Corp. (TSX VENTURE:BKD) (the “Company”) is pleased to announce today that, due to strong demand, it has agreed with a syndicate of underwriters led by Clarus Securities Inc. and including Haywood Securities Inc. (collectively, the “Underwriters“) to increase the size of its previously announced $4,000,500 “bought deal” private placement. Pursuant to the upsized deal terms, the Underwriters have agreed to purchase, on a bought deal private placement basis, 23,900,000 units of the Company (“Units“) at a price of $0.18 per Unit (“Issue Price“), for aggregate gross proceeds of $4,302,000 (the “Offering“). Each Unit is comprised of one common share in the capital of the Company (“Common Share“) and one Common Share purchase warrant, (“Warrant“). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.24 for a period of 24 months following closing of the Offering.
The Company has also granted to the Underwriters an option, exercisable in whole or in part prior to closing of the Offering, to purchase that number of additional Units that is equal to 15% of the Offering, at the Issue Price, which would result in additional gross proceeds to the Company of up to $697,986 (the “Option“). Assuming full exercise of the Option, total gross proceeds to the company will be approximately $5,000,000.
In connection with the services to be performed by the Underwriters, the Company will pay a cash commission equal to 7.0% of the gross proceeds of the Offering and from the exercise of the Option and that number of broker warrants (the “Broker Warrants“) as is equal to 7.0% of the number of Units issued pursuant to the Offering and upon exercise of the Option. Each Broker Warrant shall be exercisable into one Unit at the Issue Price for a period of 24 months following closing of the Offering.
In connection with the Offering, Delavaco Group has been appointed as a special advisor to the Company.
The Offering is scheduled to close on or about October 27, 2016, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange (“TSXV“). The securities to be issued under this Offering will be offered by way of private placement exemptions in all the provinces of Canada, and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
The securities being offered have not, 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 securities in the United States.
About Breaking Data Corp.:
Breaking Data Corp. is a technology provider of semantic search, machine learning and natural language processing (“NLP”). The Company’s technology platform has many practical applications, in multiple business and consumer verticals that are immersed in massive media and data rich settings. The Company’s showcase app, BreakingSports, utilizes semantic machine learning and NLP to track social media in a fully automated, real-time manner for significant sports information and events and distributes summarized information through real-time push notifications to consumers. The Company also enables mobile application providers to generate revenue into their apps via its “Poynt-Enabled” SDK and owns Poynt, an award winning local mobile search app. Find out more at breakingdatacorp.com.
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.
Cautionary and Forward-looking Statements – Statements contained in this news release, which are not historical facts, are forward-looking statements that involve risk, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements included in this news release are based on information available to the Company on the date hereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results of the Company to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to factors referenced in the Company’s other continuous disclosure filings, which are available at sedar.com. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements, except as required by applicable securities laws.
