NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, Nov. 12, 2018 — ARHT Media Inc. (the “Company” or “ARHT”) (TSX-V:ART), creators of digital human holograms called HumaGrams, is pleased to announce a non-brokered private placement of up to 22,222,222 units of the Company at a purchase price of $0.09 per unit, to raise gross proceeds of up to CDN$2,000,000 (the “Offering”). Each unit will be comprised of one common share of the Company and one common share purchase warrant (a “Warrant”). Each Warrant will be exercisable to purchase one additional common share of the Company at an exercise price of $0.13 per share for a period of three years following the closing of the Offering. If at any time after four months and one day from the closing of the Offering, the common shares of the company trade at $0.20 per common share or higher (on a volume weighted adjusted basis) for a period of 20 consecutive days, the Company will have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right.
The securities underlying the units issued on closing of the Offering will all be subject to a four-month statutory hold period commencing on the date of issuance. The Company may pay finder’s fees in accordance with TSX Venture Exchange policies.
The proceeds from the Offering will be used for general working capital purposes and to acquire equipment related to the business.
The Offering is scheduled to close in tranches, with a first tranche expected to close on or about November 16, 2018 and the full Offering expected to close on or about November 30, 2018, and is subject to certain conditions including receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
About ARHT Media
ARHT’s patented Augmented Reality Holographic Telepresence technology is the world’s first complete end-to-end solution for the creation, transmission, and delivery of lifelike digital human holograms, known as HumaGrams™. The Company’s technology is protected by U.S. Patent No. 9,581,962.
ARHT Media trades under the symbol “ART” on the Toronto Venture Stock Exchange.
ARHT Media Public Relations
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This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Offering or the use of proceeds of the Offering. Generally, forward looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic and competitive uncertainties; regulatory risks; risks inherent in technology operations; and other risks of the technology industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
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 RELEASE.