MISSISSAUGA, ONTARIO--(Marketwired - Feb. 27, 2017) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Pioneering Technology Corp. ("Pioneering" or the "Company") (TSX VENTURE:PTE), a technology company and North America's leader in cooking fire prevention technologies and products, is pleased to announce that it has entered into an agreement with Echelon Wealth Partners Inc. ("Echelon") pursuant to which Echelon has agreed to purchase 5,454,546 units ("Units") from the Company at a price of $1.10 per Unit on a bought deal private placement basis for aggregate gross proceeds of $6,000,000 (the "Offering").
Each Unit will consist of one common share of Pioneering (a "Common Share") and one-half of one warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share of Pioneering at a price of $1.80 for a period of 24 months following the closing of the Offering, provided that if, at any time after 12 months following the closing date of the Offering, the volume weighted average trading price of the Common Shares on the TSXV over any 15 consecutive trading day period is at least $2.50, the Company will have the right to accelerate the expiry date of the Warrants to a date that is 15 calendar days after the date on which the Company issues a press release announcing the accelerated expiry date.
The Company has also granted Echelon an option to purchase up to an additional 818,182 Units to cover over-allotments, exercisable in whole or in part at any time for a period of 30 days after and including the closing date of the Offering.
Concurrent with the Offering, the Company will have the right to sell, on a non-brokered basis, up to an additional 500,000 Units for additional aggregate gross proceeds of $550,000 on the same terms as the Offering to subscribers designated by the Company (the "President's List").
The gross proceeds from the sale of the Units will be used to repay existing indebtedness, fund business expansion, invest in product development and sales & marketing and for general corporate and working capital purposes.
The Offering is scheduled to close on or about March 16, 2017, or such other date as may be agreed to between the Company and Echelon, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange.
In connection with the Offering, Echelon will receive on closing of the Offering: (i) a cash fee of 7.0% of the gross proceeds of the Offering and a cash fee of 3.5% of the gross proceeds of sales of Units to President's List subscribers; and (ii) that number of non-transferable compensation warrants, to purchase Units, on the same terms as the Offering, equal to 7.0% of the aggregate number of Units sold under the Offering and 3.5% of the aggregate number of Units sold to President's List subscribers.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Pioneering Technology Corp
Pioneering, based in Mississauga, Ontario is an "energy smart" technology company and North America's leader in innovative cooking fire prevention technologies. Pioneering engineers and brings to market energy-smart solutions for everyday consumer appliances making them safer, smarter, and more efficient. The company's patented technologies/products address a multi-billion-dollar problem - cooking fires. According to the National Fire Protection Association, stovetop cooking is the number one cause of household fire and fire injuries in North America (48% of all household fires - up from 20% in 1980). Pioneering's temperature limiting control (TLC) technology is now installed in approximately 200,000 multi-residential housing units across North America without a single cooking fire being reported and delivering a return on investment for its customers. Pioneering has proprietary cooking fire prevention solutions, including its trademarked Safe-T-element, SmartBurner, RangeMinder & Safe-T-sensor, for the majority of the more than 140 million stoves/ranges and over 140 million microwave ovens throughout North America. For more information, go to www.pioneeringtech.com.
Forward Looking Statements
The statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy, generally, competition in Pioneering's target markets, the demand for Pioneering's products, the availability of funding and the efficacy of Pioneering's technology and governmental regulation. These forward-looking statements are made as of the date hereof an, except as required by applicable law, Pioneering does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from Pioneering's expectations and projections.
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 release.
Pioneering Technology Corp.
President & CEO
(905) 712-2061 ext. 222