/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
MONTREAL, Feb. 18, 2021 /CNW/ - D-BOX Technologies
Inc. ("D-BOX") (TSX:DBO), a world leader in immersive motion
entertainment experiences, is pleased to announce the pricing of
its previously announced overnight marketed public offering (the
"Offering"), whereby it will enter today into an underwriting
agreement (the "Underwriting Agreement") with a syndicate of
underwriters led by Canaccord Genuity Corp., acting as the lead
underwriter and sole bookrunner, and including Echelon Wealth
Partners Inc. and iA Private Wealth Inc. (collectively, the
"Underwriters"), to sell 38,500, 000 units of D-BOX (the "Units')
at a price of $0.13 per Unit
("Offering Price") for aggregate gross proceeds of approximately
$5 million, exclusive of the
Over-Allotment Option described below.
Each Unit consists of one Class A common shares of D-BOX and one
Class A common share purchase warrant (a "Warrant"). Each Warrant
entitles its holder to purchase one Class A common share of D-BOX
at a price of $0.16 for a period of
24 months following closing of the Offering.
D-BOX has also granted the Underwriters an option to purchase up
to an additional 5,775,000 Units under the Offering at the Offering
Price, exercisable in whole or in part at the sole discretion of
the Underwriters, at any time up to thirty (30) days after the
closing date (the "Over-Allotment Option"), for additional gross
proceeds of up to $750,750.
D-BOX will file today an amended and restated preliminary short
form prospectus in each of the provinces of Canada amending and restating the preliminary
short form prospectus filed on February 17, 2021 to
reflect the terms of the Offering. There will not be any sale of
Units until a receipt for the final short form prospectus has been
issued. The Offering is expected to close on or about March 4, 2021. Completion of the Offering will be
subject to certain customary conditions including, but not limited
to, the receipt of all necessary regulatory approvals, including
the approval of the Toronto Stock Exchange.
The net proceeds from the Offering are expected to be used for
growth initiatives, to provide additional working capital and for
general corporate purposes, as it will be further described in
the amended and restated preliminary short form
prospectus.
The securities described herein have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
An amended and restated preliminary short form prospectus
containing important information relating to the Units will be
filed with the securities regulatory authorities in each of the
provinces of Canada. The amended
and restated preliminary short form prospectus will be subject to
completion or amendment. Copies of the amended and restated
preliminary short form prospectus relating to the Offering, when
available, may be obtained from the Underwriters via email at
ecm@cgf.com. A copy of the amended and restated preliminary short
form prospectus can also be obtained, following filing thereof,
under the corporate profile of D-BOX on SEDAR at www.sedar.com.
There will not be any sale or any acceptance of an offer to buy the
Units until a receipt for the final short form prospectus has been
issued.
ABOUT D-BOX
D-BOX creates and redefines realistic, immersive entertainment
experiences by moving the body and sparking the imagination through
motion. D-BOX has collaborated with some of the best companies in
the world to deliver new ways to enhance great stories. Whether
it's movies, video games, virtual reality applications, themed
entertainment or professional simulation, D-BOX creates a feeling
of presence that makes life resonate like never before. D-BOX
Technologies Inc. (TSX: DBO) is headquartered in Montreal with offices in Los Angeles, USA and Beijing,
China. Visit D-BOX.com.
Notice Regarding Forward-looking Statements
This press release contains forward-looking statements and
forward-looking information, or, collectively, forward-looking
statements, within the meaning of applicable securities laws, that
are based on the management of D-BOX beliefs and assumptions and on
information currently available to the management of D-BOX. You can
identify forward-looking statements by terms such as "may", "will",
"should", "could", "would", "outlook", "believe", "plan",
"envisage", "anticipate", "expect" and "estimate", or the negatives
of these terms, or variations of them. The forward-looking
statements contained in this press release include, but are not
limited to, statements regarding the offer and sale of Units, the
entering into of the underwriting agreement, the use of proceeds
from the Offering, the grant to the Underwriters of the
Over-Allotment Option, the timing regarding the closing date of the
Offering, and the listing of the Class A common shares and Warrants
on the Toronto Stock Exchange.
Forward-looking statements are based upon a number of
assumptions and include, but are not limited to, the following: the
Covid-19 pandemic will have limited adverse effect on the Offering
and the timelines to close the Offering, the proceeds from the
Offering will be allocated for the activities set forth herein and
D-BOX will have enough funds to carry out its business plan.
Forward-looking statements are subject to a variety of risks and
uncertainties, many of which are beyond D-BOX's control, that could
cause its actual results to differ materially from those that are
disclosed in or implied by the forward-looking statements contained
in this press release. These risks and uncertainties include, among
others, the risk that the Offering does not close as a result of
certain events triggering the right of the Underwriters to exercise
their market out provisions, the Toronto Stock Exchange not listing
the additional Class A common shares and Warrants to be issued
under the Offering, and a resurgence in the Covid-19 pandemic
adversely affecting D-BOX's activities and those of its clients,
suppliers and third-party service providers.
We refer potential investors to the "Risk Factors" section of
the annual information form of D-BOX dated July 3, 2020 and
the preliminary short form prospectus, which are available under
D-BOX's profile on SEDAR at www.sedar.com, for additional risks
regarding the conduct of D-BOX's business and D-BOX. The reader is
cautioned to consider these and other risks and uncertainties
carefully and not to put undue reliance on forward-looking
statements.
Forward-looking statements reflect D-BOX'S current expectations
regarding future events and speak only as of the date of this press
release and D-BOX does not undertake any obligation to update or
revise the information contained in this press release, whether as
a result of new information, future events or circumstances or
otherwise, except as may be required by applicable law.
SOURCE D-BOX TECHNOLOGIES INC.