NOT FOR DISSEMINATION IN THE UNITED STATES OR RELEASE TO U.S. NEWSWIRE SERVICES
VANCOUVER, British Columbia, Dec. 17, 2018 (GLOBE NEWSWIRE) -- Xineoh Technologies Inc. (“Xineoh” or the “Company”) is pleased to announce that it has closed a non-brokered private placement equity financing for aggregate gross proceeds of US$1.018 million (the “Offering”). Pursuant to the terms of the Offering, the Company has issued 6,784,518 units (each a “Unit”) at a price of US$0.15 per Unit. Each Unit consists of one common share and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to acquire one common share for a period of 36 months at an exercise price equal to US$0.30.
Xineoh has developed a platform for predicting consumer behavior with AI which can be implemented by clients, quickly, cheaply and with minimum complexity. Companies can use Xineoh’s platform to out-predict their competition, thereby maximizing business efficiency, margins and customer satisfaction. Specifically, the platform allows for matching people with products, matching inventory with business opportunities, matching prices with spending propensity and matching people with usage patterns. Xineoh has proven that the AI works in several different sectors, and, its test results demonstrate that it is significantly outperforming the competition.
Xineoh's offering is well received by large multinational companies and has a strong pipeline of future sales. Several customers are in the process of doing a paid proof of concept with Xineoh.
The Company intends to use the net proceeds of the Offering to continue to develop and commercialize its market-leading AI platform. All securities issued in the Offering are subject to a statutory four-month hold period expiring on April 15, 2019.
Related Party Disclosure
Vian Chinner, Chief Executive Officer of the Company, acquired 266,666 Units, and King & Bay West Management Corp., a related party of the Company, acquired 194,520 Units, pursuant to the Offering for gross proceeds of US$39,999.90 and US$29,178.00, respectively. As a result, their participation is considered a “related party transaction” under Multilateral Instrument 61-101 (“MI 61-101”). Their participation in the Offering is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(a) of MI 61-101 based on the fact that neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received, insofar as it relates to the related parties, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report related to this financing more than 21 days before the expected closing of the Offering as required by MI 61-101 since the details of the participation by the related parties of the Company were not settled until shortly prior to the closing of the Offering and the Company wished to close on an expedited basis for sound business reasons. The Units that will be acquired by the related parties will be acquired pursuant to an exemption from the prospectus requirement in British Columbia Instrument 72-503 and section 2.3 of National Instrument 45-106.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Xineoh Technologies Inc.
Founded in 2014, Xineoh offers a platform for predicting consumer behavior with AI. We pride ourselves in helping our clients out-predict their competition.
For more information on Xineoh, please visit our website at https://www.xineoh.com/.
ON BEHALF OF THE BOARD
"Mark J. Morabito"
Xineoh is part of the King & Bay group of companies. King & Bay is a merchant bank that specializes in identifying, funding, developing and supporting growth opportunities in the resource, aviation, and technology sectors.
For more information, please contact:
Carlo Valente, Chief Financial Officer
Cautionary Note Regarding Forward-Looking Information
This news release discusses items that may constitute forward-looking statements within the meaning of applicable securities laws and that involve risks and uncertainties. Such statements include those with respect to the use of proceeds of the Offering, future prospects and strategy of the Company and the performance of its technology. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved, and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Company will succeed in obtaining any necessary future financing to fund its ongoing operations, (ii) no material obstacles, technical or otherwise, will hinder the Company's operations, and (iii) the Company will be able implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the Company's failure to make effective use of its available funds, (ii) the failure of the Company's commercialization strategy for technical, logistical, labour-relations or other reasons, (iii) an increase in the Company's operating costs above what is necessary to sustain its operations, (iv) cybersecurity issues, labour disputes or the materialization of similar risks, (v) a deterioration in capital market conditions that prevents the Company from raising the funds that it requires on a timely basis, and (vi) generally, an inability of the Company to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the Company's filings with Canadian securities regulatory authorities available at www.sedar.com. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.