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AMPD Ventures Announces Closing of $550,000 First Tranche of Convertible Debenture Financing
Thursday, April 20, 2023Company Profile | Follow Company
Vancouver, BC, April 20, 2023--(T-Net)--AMPD Ventures Inc. (CSE: AMPD) announced that it has closed the first tranche of its private placement of convertible debenture units at a price of CA$11,000 per Unit for aggregate gross proceeds of up to CA$770,000 (which has since been upsized to provide for the issuance of Units for aggregate gross proceeds of up to CA$880,000).
The first tranche of the Private Placement was comprised of the issuance of 50 Units for aggregate gross proceeds of CA$550,000.
The Company intends to use $420,750 of the net proceeds from the Private Placement for general working capital purposes and $110,000 of the net proceeds from the Private Placement to pay bona fide debt and net salary owed to certain of its employees and contractors.
All securities issued in the First Tranche Closing will be subject to a four-month hold period.
About AMPD Ventures Inc.
AMPD Ventures Inc. is a Canadian public company (CSE: AMPD | OTCQB: AMPDF | FRA: 2Q0) assembling a portfolio of synergistic subsidiaries to advance the way we create, distribute, and consume digital content. We aim to build the world's most advanced, sustainable range of infrastructure, technologies, and creative services for the new era of immersive content experiences.
The AMPD portfolio is currently comprised of AMPD Technologies Inc. (http://www.ampd.tech), offering edge-based hosting solutions, and Departure Lounge Inc. (http://www.dlxr.ca), focused on next-generation media production and creative services.
Across the portfolio, AMPD Ventures works with leading partners and customers such as Advanced Micro Devices Inc. (NASDAQ: AMD), Epic Games, Inc., Equinix, Inc. (NASDAQ: EQIX), Hammerspace Inc., HTC Corp (TPE: 2498), Intel Corporation (NASDAQ: INTC), NVIDIA Corporation (NASDAQ: NVDA), OpenStack, Unity Software Inc. (NYSE: U), and Versatile Media.
Additional information about the company is available on SEDAR and our website at http://www.ampd.ventures.
Additional Details on the Financing
Each Unit issued pursuant to the First Tranche Closing consists of one 10.0% unsecured convertible debenture of the Company (each a "Convertible Debenture") having a maturity date of April 10, 2026 (the "Maturity Date") and 200,000 common share purchase warrants of the Company (each a "Warrant" and collectively, the "Warrants"). Each full Warrant entitles the holder thereof to purchase one Common Share of the Company (a "Warrant Share") at an exercise price of CA$0.075 (the "Exercise Price") until April 10, 2026.
The principal amount of each Convertible Debenture is CA$11,000 (the "Principal Amount") and is convertible, for no additional consideration, into Common Shares (each a "Conversion Share" and collectively, the "Conversion Shares") at the option of the holder at a conversion price of CA$0.055 per Common Share (the "Conversion Price").
In connection with the First Tranche Closing, the Company has entered into finder's fee agreements with qualified arm's length finders, in accordance with securities laws and the policies of the Canadian Stock Exchange (the "Finders"). The Company has paid a cash finder's fee to the Finders in the aggregate amount of CA$19,250 and has issued to the Finders an aggregate of 350,000 common share purchase warrants on the same terms as the Warrants.
Each of Mr. James Hursthouse, Chief Executive Officer of the Company, and Mr. Ian Wilms, VP, Business Development and Government Affairs of the Company, participated in the First Tranche Closing. The participation of Mr. Hursthouse and Mr. Wilms constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued, nor the consideration paid by such person exceeds 25.0% of the Company's market capitalization.
Additional details regarding the Private Placement, and the securities issuable pursuant to the Private Placement, are included in the Company's news release dated March 29, 2023.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward Looking Statements This news release contains statements and information that constitute "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of our management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances and at the date that such statements are made, but which may prove to be incorrect. Forward looking information in this news release includes statements about management's intended use of the proceeds of the Private Placement, and management's ability to complete the Acquisition, and management's plans to accelerate the rollout of AMPD's High-Performance Edge computing environments around the world, and any other statements that are not statements of historical fact. [ MORE ] |
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