Netramark closes $3.11M first tranche of financing

Executive Summary

• Netramark Holdings Inc. has closed the first tranche of its non-brokered private placement, raising gross proceeds of $3.11 million.
• The company issued 3.11 million units at $1.00 per unit, with each unit comprising one common share and a half common share purchase warrant exercisable at $1.35 for two years.
• Insiders subscribed for 2.06 million units in a related party transaction exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

Key Details

• Gross proceeds from first tranche: $3.11 million
• Units issued: 3.11 million at $1.00 per unit
• Warrant terms: Each unit includes 0.5 common share purchase warrant; exercise price of $1.35 per share; exercisable for two years from closing date
• Hold period: 4 months and 1 day, expiring May 28, 2026
• Post-closing share count: 91,778,520 common shares issued and outstanding
• Second tranche status: Fully committed, expected to close in the near term for additional gross proceeds of $390,000
• Use of proceeds: Net proceeds designated for working capital and general corporate purposes
• Insider participation: Insiders subscribed for an aggregate of 2.06 million units
• Regulatory exemptions: Exempt from formal valuation requirement per Section 5.5(b) of MI 61-101 due to CSE listing; exempt from minority shareholder approval per Section 5.7(1)(a) as insider participation/consideration does not exceed 25% of market cap
• Filing note: No material change report filed 21 days prior to closing due to late confirmation of insider participation details