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Nanalysis Scientific Corp. (" Nanalysis " or the " Company ", TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1) is pleased to announce, further to its news releases dated April 21, 2023 April 26, 2023 and May 1, 2023 it has successfully closed the second and final tranche (the " Second Tranche ") of its $4,128,700 non-brokered private placement (the " Offering ").
Under the Second Tranche, the Company has issued a total of 3,142,500 units (" Units ") at a price of $0.60 per Unit for gross proceeds of $1,885,500. Each Unit consists of one common share in the capital of the Company (a " Common Share ") and one Common Share purchase warrant (a " Warrant "). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.80 per Common Share (the " Warrant Exercise Price ") at any time up to 4:00 p.m. ( Calgary time) on or before the date that is one year following the closing date of the Offering. The net proceeds of the Offering will be used by the Company for working capital purposes.
In connection with the Second Tranche, finders acting in connection with the Offering received fees in the aggregate amount of $45,640.
Five directors participated in the placement for a total of approximately $209,400. A portion of the Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (" MI 61-101 ") as certain insiders of the Company subscribed for an aggregate of 349,000 Units pursuant to the Second Tranche. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
All securities issued in connection with the Offering will not be able to be traded in Canada , or through the facilities of the TSX Venture Exchange, for a period of four months and one day from the date of closing. The Offering is subject to final TSX Venture Exchange acceptance.
About Nanalysis Scientific Corp. (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1)
Nanalysis' business is what we term "MRI and NMR for industry". The Company develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers or analyzers for laboratory and industrial markets. The NMReady-60™ was the first full-feature portable NMR spectrometer in a single compact enclosure requiring no liquid helium or any other cryogens. The company has followed-up that initial offering with new products and continues to have a strong innovation pipeline. In 2020 Nanalysis announced the launch of its100MHz device, the most powerful and most advanced compact NMR device ever brought to market.
Nanalysis' devices are used in many industries (oil and gas, chemical, mining, pharma, biotech, flavor and fragrances, agrochemicals, law enforcement, and more) as well as numerous government and university research labs around the world. The Company continues to exploit new global market opportunities independently and with partners.
In 2022 the Company acquired K'(Prime) Technologies Inc. (KPrime), a North American sales and service company of over 40 individuals who cover scientific instrumentation for pharma, food, chemical and oil & gas customers, as well as imaging systems for security applications.
Additionally in 2022, the Company acquired a 43% ownership in Quad Systems AG ("Quad Systems"), a Zurich-based Nuclear Magnetic Resonance (NMR) company focused on high-field NMR for pharmaceutical and other vertical markets.
Notice regarding Forward Looking Statements and Legal Disclaimer
This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law relating to the use of net proceeds of the Offering, regulatory approval for the Offering and statements relating to the final TSX Venture Exchange approval and other matters ancillary or incidental to the foregoing.
All statements included herein, other than statements of historical fact, may be forward-looking information and such information involves various risks and uncertainties. Forward-looking information is often, but not always, identified by the use of words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
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SOURCE Nanalysis Scientific Corp.
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