NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
December 3, 2021 (Source) — Datable Technology Corp. (TSXV: DAC) (OTCQB: TTMZF) (the “Company” or “Datable”), a software company that provides a marketing automation platform called PLATFORM3, is pleased to announce that it will offer holders of 13,300,000 common share purchase warrants issued on October 1, 2019 (the “October 2019 Warrants“), 3,000,000 common share purchase warrants issued on March 10, 2020 (the “March 2020 Warrants“), 20,233,400 common share purchase warrants issued on July 10, 2020 (the “July 2020 Warrants“) and 31,420,000 common share purchase warrants issued on October 29, 2020 (the “October 2020 Warrants” and with the October 2019 Warrants, the March 2020 Warrants, the July 2020 Warrants, the “Outstanding Warrants“) an incentive program for the early exercise of the Outstanding Warrants (the “Program“).
The Company also announces that the trading halt disclosed in a TSX Venture Exchange bulletin dated November 23, 2021, will be lifted on Tuesday December 7, 2021. As set out in a press release dated November 23, 2021, Datable and Dabbl are conducting mutual due diligence with a view to finalizing a definitive agreement before the end of 2021.
Pursuant to the Program, the Company will issue for each Outstanding Warrant that is exercised between December 14, 2021, and the close of business Pacific Time (P.T.) on January 12, 2022, (i) one common share in the capital of the Company (the “Share“) to which they are otherwise entitled under the terms of the Outstanding Warrants and (ii) one common share purchase warrant (the “Incentive Warrant“). Each Incentive Warrant will allow the holder to acquire one Share at an exercise price of $0.15 for a period of two years following the date of the expiry date of the applicable Outstanding Warrant.
Each October 2019 Warrant is currently exercisable to purchase one Share at $0.08 until January 1, 2022, each March 2020 Warrant is exercisable until March 10, 2022 to acquire one Share at a price of $0.08, each July 2020 Warrant is exercisable until July 10, 2022 to acquire one Share at a price of $.08, and each October 2020 Warrant is exercisable until October 29, 2022 to acquire one Share at a price of $0.08. If a holder does not exercise its Outstanding Warrants before 5:00 p.m. P.T. on January 12, 2022 (or only partially exercises them), these warrants (or the portion of them that are not exercised) will remain outstanding and continue to be exercisable on their existing terms.
Holders of Outstanding Warrants who elect to participate in the Program will be required to deliver the following to the Company on or prior to 5:00 p.m. P.T. on January 12, 2022:
- a duly completed and executed exercise Form, in the form which accompanies the certificate representing the Outstanding Warrants;
- the original certificate representing the Outstanding Warrants being exercised; and
- the applicable aggregate exercise price ($0.08 per Outstanding Warrant) payable to the Company by way of certified cheque, money order, bank draft, or wire transfer in lawful money of Canada.
The proceeds from the early exercise of the Outstanding Warrants will be used towards the acquisition of Adjoy Inc. (DBA Dabbl) as announced on November 23, 2021, and for general working capital.
The Incentive Warrants and any Shares issued upon the exercise of the Incentive Warrants will be subject to a hold period expiring four months after the date of distribution of the Incentive Warrants.
Insiders of the Company hold 4,520,000 October 2019 Warrants and 15,673,400 July 2020 Warrants. The participation by such insiders in the Program constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Shares subscribed for by the insiders, nor the consideration for the Shares paid by such insiders, would exceed 25% of the Company’s market capitalization. Insiders may sell common shares of the Company and use the proceeds to exercise some or all of their October 2019 Warrants and July 2020 Warrants.
The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
This press release contains ‘forward-looking information’ within the meaning of applicable Canadian securities legislation. Forward looking information in this news release includes information with respect to the intended use of proceeds. Forward-looking information is based on reasonable assumptions that have been made by Reunion Gold Corporation as at the date of the information and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information.
About Datable Technology Corporation
Datable has developed a proprietary, mobile-based consumer marketing platform – PLATFORM3 – that is sold to global Consumer Packaged Goods (CPG) companies and consumer brands. PLATFORM3 is delivered as a subscription service (Software as a Service model) and used by CPG companies to engage consumers, reward purchases and collect valuable consumer data. PLATFORM3 incorporates proprietary technology to monetize the consumer data, including demographics and purchasing behaviour, by sending consumers targeted offers by email and text messages. For more information, visit datablecorp.com.
For additional information about the company please visit www.sedar.com. The TSX Venture Exchange Inc. has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this press release. Neither 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 release. This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors – including the availability of funds and the results of financing efforts, – that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result 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 press release.
SOURCE Datable Technology Corp.
For further information: Datable Technology Corp., Robert Craig, Chief Executive Officer, (604) 639-5441, firstname.lastname@example.org