NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Calgary, Alberta (November 15, 2019) – FLYHT Aerospace Solutions Ltd., (TSX-V: FLY) (the “Company” or “FLYHT”) is pleased to announce that it has closed the first tranche of its previously announced private placement of Units (the “Offering”).
A total of 4,792,400 Units were issued pursuant to the brokered portion of the Offering for gross proceeds of $5,990,500 (the “Brokered Offering”) which was led by Canaccord Genuity Corp. and included PI Financial Corp. (collectively, the “Agents”). Lake Street Capital Markets acted as the U.S. selling group member in respect of the Brokered Offering.
Each Unit consisted of one common share of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $1.75 for a period of 24 months from the closing date of the Offering.
In connection with the Brokered Offering, the Company paid the Agents: (i) an aggregate cash commission equal to seven percent (7.0%) of the gross proceeds of the Brokered Offering; (ii) 335,468 agent warrants (the “Agent’s Warrants”), representing seven percent (7.0%) of the Units sold under the Brokered Offering (each Agent’s Warrant entitles the holder thereof to purchase one Common Share at a price of $1.25 for a period of 24 months from the closing date of the Offering); (iii) a $45,000 corporate finance fee; and (iv) 35,000 corporate finance warrants (the “Corporate Finance Warrants”) (each Corporate Finance Warrant entitles the holder thereof to purchase one Common Share at a price of $1.25 for a period of 24 months from the closing date of the Offering).
The net proceeds from the Offering will be used to assist in the funding of new development programs to diversify the Company’s product offering, to expand the Company’s sales and marketing efforts in order to accelerate sales, to augment the working capital needs of the Company which have become greater due to recent business expansion and for general working capital purposes.
All of the securities issued pursuant to the Offering will be subject to a hold period of 4 months plus a day from the date of issuance under Canadian securities laws. Completion of the Offering is subject to the final approval of the TSX Venture Exchange.
About FLYHT Aerospace Solutions Ltd.
FLYHT’s mission is to improve aviation safety, efficiency and profitability. Globally, and for more than 20 years, airlines, leasing companies, fractional owners and original equipment manufacturers have installed FLYHT’s differentiated aircraft and enterprise-based solutions to deliver real-time, flight-deck, satellite connectivity for tracking, health monitoring, and streaming of operational, maintenance and weather data. FLYHT is publicly traded as FLY in Canada on the TSX.V; and as FLYLF in the USA on the OTCQX. FLYHT is based in Calgary, Canada with an office in Littleton, Colorado and is an AS9100 Quality registered company. For more information visit www.flyht.com.
|FLYHT Aerospace Solutions Ltd.
Chief Financial Officer
Adelaide Capital Markets Inc.
|USA Investor Relations:
Gateway Investor Relations
Matt Glover or Charlie Schumacher
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 news release.
None of the securities described herein have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the “United States” or to U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with the requirements of an exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in the Unites States, or any other jurisdiction, in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, an or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Offering, including the anticipated use of proceeds thereof and receipt of required approvals. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the market acceptance of the Offering; and the receipt of all required approvals for the Offering. 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. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market price for securities; and the delay or failure to receive board, shareholder, court or regulatory approvals (as applicable). 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. Readers are cautioned that the foregoing list of factors is not exhaustive. There can be no assurance that such statements 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 the forward-looking statements and information contained in this news release. Except as required by law neither the Company nor the Agents assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. The forward-looking statements contained in this news release are made as of the date of this news release. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.Apply