/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Dec. 30,
2022 /CNW/ - BuildDirect.com Technologies Inc. (TSXV:
BILD) ("BuildDirect" or "Company") is pleased to
announce a non-brokered private placement of common shares (the
"Private Placement") and the closing of the first tranche of
the Private Placement.
All references to dollars herein are in Canadian dollars ($)
unless otherwise specified.
Private
Placement:
BuildDirect is pleased to announce the Private Placement of up
to approximately 6,216,217 common shares (each, a "Common
Share") at a price of $0.37 per
Common Share for total gross proceeds of up to $2,300,000. The Company will use the net
proceeds from the Private Placement to continue to advance
BuildDirect's strategy and for general working capital
purposes.
Closing of the Private Placement is expected to occur in
multiple tranches and the Company expects to complete
subsequent tranches of the Private Placement on or before
February 11, 2023. No bonus,
finder's fee, commission, agent's option or other compensation has
been or will be payable in connection with the Private
Placement.
First Tranche
Close:
BuildDirect is also pleased to announce the closing of the first
tranche of the Private Placement pursuant to which the Company
issued a total of 4,283,785 Common Shares (each a
"Common Share") at a price of $0.37 per Common Share for total gross proceeds
of $1,585,000 (the "First
Tranche").
The Common Shares issued pursuant to First Tranche of the
Private Placement are subject to a statutory hold period of
approximately four months ending on May 1,
2023 in accordance with applicable securities law.
Pelecanus Investments Ltd. ("Pelecanus"), Lyra Growth
Partners Inc. ("Lyra") and Beedie Investments Ltd.
("Beedie") are all insiders by virtue of currently holding
38.5% (undiluted) and 40.9% (partially diluted), 12% (undiluted)
and 13.1% (partially diluted), and 13.6% (undiluted) and 14.7%
(partially diluted) respectively of the issued and outstanding
common shares of the Company. Pelecanus and Beedie, through a
wholly owned subsidiary, participated in this First Tranche of the
Private Placement by purchasing 3,162,163 and 1,121,622 Common
Shares respectively and Lyra entered into a binding subscription
agreement with the Company to purchase 1,121,622 Common
Shares as part of a subsequent tranche of the Private
Placement and, accordingly, the Private Placement constitutes
a related party transaction as defined under Multilateral
Instrument 61-101 Protection of Minority Security Holders
in Special Transactions ("MI 61-101"). The
Company is exempt from the formal valuation and minority approval
requirement under MI 61-101 as the fair market value of Pelecanus',
Lyra's and Beedie's participation in the Private Placement does not
exceed more than 25% of the market capitalization of the Company,
as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101. The
Company will not file a material change report more than twenty-one
(21) days before the expected closing date of the Private
Placement, as the details of the Private Placement were not
finalized until December 30, 2022,
and the Company wishes to close the Private Placement as soon as
practicable.
A copy of the early warning reports to be filed by the Company
in connection with the Private Placement will be available on SEDAR
at www.sedar.com under BuildDirect's profile and may also be
obtained by contacting Matthew
Alexander, Interim CFO at ir@BuildDirect.com or by
telephone at 1-778-382-7748. This news release is issued under the
early warning provisions of the Canadian securities legislation.
The Company's head office is at #090-200 Granville Street
Vancouver, BC V6C 1S4,
Canada and the address of
Pelecanus is 100-565 Great Northern Way, Vancouver BC V5T 0H8
The securities referred to in this news release 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 within
the United States or to, or for
the account or benefit of, U.S. persons absent U.S. registration or
an applicable exemption from the U.S. registration requirements.
This release does not constitute an offer for sale of, nor a
solicitation for offers to buy, any securities in the United States. Any public offering of
securities in the United States
must be made by means of a prospectus containing detailed
information about the issuer and its management, as well as
financial statements.
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.
About BuildDirect
BuildDirect (TSXV: BILD) is a
growing omnichannel building material retailer. BuildDirect
connects North American home improvement B2B and B2C organizations
and homeowners with quality building materials and services through
its robust global supply chain network. BuildDirect's growth
trajectory, strong product offering and proprietary heavyweight
delivery network are delivering value today, solidifying its
position as an innovative player in the home improvement
industry. For more information, visit
www.BuildDirect.com.
Forward-Looking Information
This press release
contains statements which constitute "forward-looking statements"
and "forward-looking information" within the meaning of applicable
securities laws (collectively, "forward-looking statements"),
including statements regarding the plans, intentions, beliefs and
current expectations of the Company with respect to future business
activities and operating performance. Forward-looking statements
are often identified by the words "may", "would", "could",
"should", "will", "intend", "plan", "anticipate", "believe",
"estimate", "expect" or similar expressions. These statements
reflect management's current beliefs and expectations and are based
on information currently available to management as at the date
hereof. Forward-looking statements involve significant risk,
uncertainties and assumptions.
Forward-looking statements in this press release may include,
without limitation, statements relating to the closing of the
Private Placement with Lyra, the expected closing of
subsequent tranches of the Private Placement and use of proceeds of
the Private Placement.
Many factors could cause actual results, performance or
achievements to differ materially from the results discussed or
implied in the forward-looking statements. Among those factors are
changes in consumer spending, availability of mortgage financing
and consumer credit, changes in the housing market, changes in
trade policies, tariffs or other applicable laws and regulations
both locally and in foreign jurisdictions, availability and cost of
goods from suppliers, fuel prices and other energy costs, interest
rate and currency fluctuations, retention of key personnel and
changes in general economic, business and political conditions.
These forward-looking statements may be affected by risks and
uncertainties in the business of the Company and general market
conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking statements
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated or expected. These factors should be considered carefully
and readers should not place undue reliance on the forward-looking
statements.
Although the forward-looking statements contained in this press
release reflect the Company's expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made, the Company cannot
assure readers that actual results will be consistent with these
forward-looking statements. There may be other risks, uncertainties
and factors that cause results not to be as anticipated, estimated
or intended and such changes could be material. These
forward-looking statements are made as of the date of this press
release, and BuildDirect assumes no obligation to update or revise
them to reflect new events or circumstances, except as required by
law.
SOURCE BuildDirect.com Technologies Inc.
