The Promissory Notes are due and payable on the earlier of (i) the date that is two months from the original date of issue; and (ii) the closing date of a private placement in the Company (the “Maturity Date”). Interest on the principal amount of the Promissory Notes will accrue from the original date of issue at a rate of twelve percent (12%) per annum (compounding monthly) until the Maturity Date. The Company shall have the option of prepaying the whole or any part of the principal amount of the Promissory Notes (together with all accrued and unpaid interest thereon) at any time without notice, bonus or penalty. If the prepayment occurs on a date that is less than one month from the date of issuance of the Promissory Notes, the Company will be obligated to pay the Lenders interest that would have otherwise accrued for a period of one month. Payments by the Company to the Lenders under the Promissory Notes are secured by a security interest in all of its present and future assets, undertaking and property, both real and personal, wherever located of the Company.
The issuance of the Promissory Notes and the Loan constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as the Lenders are directors and/or officers of the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the fair market value of Promissory Notes does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101.
Closing of Private Placement
The Company is also pleased to announce that it has closed out its non-brokered private placement of approximately 3,903 note units of the Company (each a “Note Unit”) at a price of
The Company plans to use the net proceeds from the Private Placement for network expansion and customer acquisition, new unit capital expenditures, business operations and technology and for general corporate purposes.
About
For further information, please contact:
Chief Executive Officer
tel: 844-593-2547
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