ThreeD Capital arranges $630,000 private placement

Executive Summary

• ThreeD Capital Inc. announced the terms of a proposed private placement financing involving the sale of up to 10.5 million units.
• The transaction is fully subscribed by company insiders, constituting a related party transaction under Multilateral Instrument 61-101.
• Proceeds are designated for general working capital and investment purchases, pending approval from the Canadian Securities Exchange.

Key Details

• Structure: Sale of up to 10.5 million units.
• Price: $0.06 per unit.
• Gross Proceeds: $630,000.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each whole warrant allows the holder to acquire one common share at an exercise price of $0.15 per share for a period of 60 months.
• Fees: No commission or finders' fees are expected to be paid.
• Hold Period: All securities are subject to a four-month-and-one-day hold period.
• Use of Proceeds: General working capital purposes and purchase of investments.
• Insider Participation: Certain directors intend to purchase the entire 10.5 million units.
• Regulatory Context: The insider participation is a related party transaction under MI 61-101. The company relies on an exemption from valuation and minority shareholder approval requirements because the fair market value of the insiders' participation does not exceed 25% of the company's market capitalization.
• Conditions: The private placement is subject to approval by the Canadian Securities Exchange.