Nanotech to Raise Approximately $2.5 Million of Convertible Debentures
VANCOUVER, British Columbia – May 26, 2016 – Nanotech Security Corp. (TSXV: NTS) (OTCQX: NTSFF), announced today that it is privately placing approximately $2.5 million of unsecured senior debentures convertible into common shares at a price of $1.25 (“the “Debentures”). The Debentures bear interest at 12% and come due May 31, 2018. The Debentures are subject to automatic conversion in the event that the common shares of the Company trade on the TSXV at or above $2.00 for ten consecutive days any time after the first four months from issuance. Insiders of the Company have agreed to purchase $350,000 of the Debentures. Proceeds from the offering will be used for working capital and to finance the large Asian order which was recently announced.
Closing of the offering is subject to customary conditions, including receipt of TSX Venture Exchange approval and completion of definitive documentation. Insider participation is exempt from related party transaction rules based on the exemption in Multilateral Instrument 61-101 for transactions under $2.5 million. All securities issued in connection with the offering will be subject to a hold period in Canada of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The securities to be issued pursuant to the offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would require registration. Any securities to be issued pursuant to the Offering in the United States will be “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legends as required under the U.S. Securities Act and Canadian NI 45-102.
Rescheduling Q2 Conference Call
In light of the significance of this announcement, the Company would like to ensure United States investors have an opportunity to participate in the second quarter conference call. As a result, the Company will continue to file its financial results for its second quarter fiscal year 2016 on SEDAR after the market closes on Monday May 30, 2016, however the conference call will be moved to 5:00 P.M. Eastern on Tuesday May 31, 2016. All interested parties are invited to participate in this conference call and should dial the following number approximately 10 minutes prior to the starting time.
Updated Conference Call Details:
|NEW DATE:||Tuesday May 31, 2016||Time: 5:00 PM Eastern Time|
|DIAL IN NUMBER:||Toll free (Canada and US): 1-888-427-9411
Conference ID: 4158374
|TAPED REPLAY:||Toll free (Canada and US): 1-877-870-5176
Replay available until June 30, 2016
1-858-384-5517Replay Pin Number: 4158374
This news release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to anticipated order flow and ability to place the debentures as well as other events or conditions that may occur in the future. When used in this news release, the words such as “plan”, “expects”, “pursue”, “will”, and similar expressions or statements generally identify forward-looking statements. These statements reflect our current expectations but are subject to the numerous business risks outlined in our public filings at www.sedar.com.
About Nanotech Security
Through its security and surveillance divisions, Nanotech Security Corp. has been a leading innovator in the design and production of advanced security products and surveillance solutions for a number of years. Nanotech’s KolourOptik® and Plasmogram™ products are nanotechnology based product platforms originally inspired by the unique optical properties of the iridescent wings of the Blue Morpho butterfly. Our security products produce intense, high definition optically-variable images and colour-shift optical thin films. Activated by a simple tilt or rotation, with higher resolutions than the best LED-displays, they are ideal for authentication of currency, passports, and identification cards in addition to distinguishing branded goods from counterfeits. Our surveillance division designs and manufactures sophisticated surveillance and intelligence gathering communications and forensic equipment for the law enforcement and intelligence community as well as runs a state of the art training academy where we provide technical surveillance training to the law enforcement community.
Additional information about Nanotech can be found at the Company’s website www.nanosecurity.ca, the Canadian disclosure filings website www.sedar.com or the OTCMarkets disclosure filings website www.otcmarkets.com.