Hypercharge Networks closes $3.75-million offering

Executive Summary

• Hypercharge Networks Corp. has closed a brokered private placement offering of units, raising gross proceeds of $3.75 million.
• The offering consisted of 37.5 million units priced at $0.10 per unit, with each unit comprising one common share and one-half of one common share purchase warrant.
• Insiders Tony Geheran and Jason Baybutt subscribed for a total of 5.15 million units ($515,000) in a related party transaction exempt from formal valuation and minority shareholder approval requirements.

Key Details

• Gross Proceeds: $3,750,000.
• Net Proceeds: Used for general working capital and corporate purposes (specific net amount not disclosed).
• Unit Price: $0.10 per unit.
• Units Issued: 37,500,000 units.
• Warrant Terms (Investors): Each unit includes one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.12 per share.
• Warrant Expiry: Two years from the date of issuance.
• Acceleration Clause: If the common shares trade on the TSX Venture Exchange at a VWAP of $0.20 or greater for 10 consecutive trading days, the company may accelerate the expiry date by providing written notice, causing warrants to expire 30 days after such notice.
• Agent: FMI Securities Inc. (Lead Agent and Sole Bookrunner).
• Agent Compensation:
  • Cash Commission: 6.0% of gross proceeds (reduced to 3.0% for sales to subscribers on a president's list).
  • Broker Warrants: 6% of the number of units sold (reduced to 3.0% for sales to subscribers on a president's list).
  • Broker Warrant Terms: Exercisable to acquire one unit at $0.10 for 24 months from issuance.
• Regulatory Exemptions: Offered pursuant to the listed issuer financing exemption under National Instrument 45-106. Securities are not subject to a statutory hold period and are freely tradeable.
• Related Party Transactions:
  • Tony Geheran subscribed for 5,000,000 units ($500,000).
  • Jason Baybutt subscribed for 150,000 units ($15,000).
  • Total insider subscription: 5,150,000 units ($515,000).
  • Exemptions relied upon under Multilateral Instrument 61-101: Formal valuation requirement (Section 5.4) and minority shareholder approval requirement (Section 5.6) were waived as the fair market value of the interested party transaction was not more than 25% of the company's market capitalization.
• Regulatory Approval: Closing remains subject to final approval of the TSX Venture Exchange.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.