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Rich Geruson, NexOptic Chairman, Announces Closing of $2.2 Million Private Placement

VANCOUVER, BC, Nov. 7, 2022 /CNW/ - NexOptic Technology Corp. ("NexOptic") (TSXV: NXO) (OTCQB: NXOPF) (FSE: E3O1) announces the closing of its non-brokered private placement (the "Placement") previously announced on October 21, 2022. The Placement consists of an aggregate of 39,564,053 Units generating gross proceeds of $2,225,477.98. Each Unit comprised one common share of the Company plus one share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.12 per share for a period of 24 months from issuance, subject to accelerated exercise provisions such that if the closing price of the Company's common shares exceeds $0.25 per share for a period of 10 consecutive trading days, the Company may, at its discretion give notice of the acceleration of the warrants' term to a period of 30 days following such notice.

NexOptic Logo (CNW Group/NexOptic Technology Corp.)
NexOptic Logo (CNW Group/NexOptic Technology Corp.)

Aggregate finder's fees of $32,032.22 were paid in cash and a further 569,462 finder's warrants were issued on the same terms as the Warrants.

All securities issued in the Placement are subject to a hold period in Canada expiring on March 8, 2023. Additional restrictions may apply pursuant to Rule 144 of the Securities Act of 1933, as amended, to U.S. investors.

Insider participation in the Placement includes $28,125 (500,000 Units) from Director, Stephen Petranek, $56,250 (1 million Units) from Director, Arch Meredith and $112,500 (2 million Units) from CEO, Paul McKenzie. The participation by insiders 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 relying on exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the Placement in so far as the Placement involved interested parties did not exceed 25% of the Company's market capitalization.

Proceeds from the Placement will be applied to ongoing commercialization of NexOptic's Aliis™ suite of artificial intelligence technologies including sophisticated ESG applications and advanced image, and video correction capabilities designed for a multitude of industries. In addition, net proceeds will be applied to further build patent protections for NexOptic's AI as well as for general working capital for NexOptic and its wholly owned Korean subsidiary, NexOptic Asia Corp.

NexOptic also reports that it intends to settle $330,000 in advances made to the Company by its CEO as well and $125,000 in debt owed to various parties through the issuance of 7,000,000 common shares total at a price of $0.065 per share (the "Settlement Shares"). The settlement indebtedness with the issuance of common shares will preserve NexOptic's funds for forward operations and is a separate transaction to the Placement. The Settlement Shares will not be accompanied by a warrant, are subject to a 6-month hold period, and completion of the settlement remains subject to the approval from the TSX Venture Exchange. Portions of the indebtedness is expected to be settled with members of NexOptic's management and will constitute a "related party transaction" as defined in MI 61-101. Such indebtedness does not comprise management fees and relates to advances made by certain parties towards the Company's ongoing expenses. The Settlement Shares will be subject to applicable resale restrictions under securities laws as well as a contractual resale restriction for a period of six months following issuance.

ALIIS™ in a Nutshell

Engineered for today and beyond, ALIIS™ (All Light Intelligent Imaging Solutions) is a machine-learning AI suite providing significant energy savings, data compression and enhancements to images and videos everywhere from the edge to the cloud. Aliis enables faster shutter speeds, superior resolution and sharpness, reduced image-noise and motion-blur, and enhanced image color and detail. Aliis does all this while reducing media file size, making it ideal for the storage and streaming applications. Additionally, Aliis provides a fundamental "AI for AI" layer that supercharges downstream AI performance.

These patented and patent-pending solutions can be integrated with imaging devices such as smartphones, smart security cameras, Internet of Things (IoT) devices, automotive platforms, medical imaging technologies, DSLR cameras and more.
For more information, visit www.nexoptic.com/aliis

What You Need to Know About NexOptic

NexOptic is an innovative imaging AI company headquartered in Vancouver, Canada with operations in Seoul, South Korea, offering world-leading patented and patent-pending AI solutions for energy savings, data compression and image and video enhancement known as ALIIS™. Aliis is engineered for today and for the metaverse and simultaneously influences the imaging and AI industries. NexOptic is a member of the Qualcomm® Advantage Network, a Preferred Partner in the NVIDIA Partner Network, and a member of the Arm® AI Partner Program. For more information, visit www.nexoptic.com

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans," "expects," "estimates," "intends," "anticipates," "believes" or variations of such words, or statements that certain actions, events or results "may," "could," "would," "might," "will be taken," "occur," or "be achieved." Forward-looking statements in this news release include, without limitation, statements respecting the Definitive Agreement, expectations regarding demand for REE, and the plans regarding exploration on the THOR Project. Forward-looking statements involve risks, uncertainties and other factors disclosed under the heading "Risk Factors" and elsewhere in NexOptic's filings with Canadian securities regulators, that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although NexOptic believes that the assumptions and factors used in preparing these forward-looking statements are reasonable based upon the information currently available to management as of the date hereof, actual results and developments may differ materially from those contemplated by these statements. Readers are therefore cautioned not to place undue reliance on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether because of new information, future events or otherwise.

Neither the 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 news release.

SOURCE NexOptic Technology Corp.

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