/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 17,
2023 /CNW/ - Planet Ventures Inc. (TSXV:
PXI) (the "Company" or "Planet Ventures"), is
pleased to announce it is undertaking a rights offering to raise
gross proceeds of $1,106,257. The
Company will be offering 55,312,836 rights (the "Rights") to
holders of its common shares (the "Shareholders") at the
close of business on the record date of February 24, 2023 (the "Record Date") on
the basis of one (1) right for each one (1) common shares held (the
"Rights Offering"). Each one (1) Right will entitle the
holder to subscribe for one common share of the Company (a
"Share") upon payment of a subscription price of
$0.02 per Share. Pricing of the
rights offering is mandated by TSX Venture Exchange (the
"TSXV") rules which require the Company to offer all
existing shareholders a significant discount to purchase new Shares
in order to provide a meaningful incentive to all Shareholders to
participate in the Rights Offering. Upon completion of the Rights
Offering and assuming all Rights are exercised, the Company will
have 110,625,672 Shares outstanding, of which the Shares issued
under the Rights Offering represent 50%.
Desmond Balakrishnan, an
"insider" and "related party" (as such terms are defined under
applicable securities laws) of the Company, has advised the Company
that he intends to exercise, subject to relevant restrictions, all
of his basic subscription privileges. The Company has also entered
into a standby guaranty agreement with 1184091 B.C. Ltd. (the "Standby
Purchaser"), pursuant to which the Standby Purchaser has agreed
to purchase up to 5,000,000 Shares issuable under the Rights
Offering which remain unsubscribed under the basic subscription
privilege and the additional subscription privilege (the
"Standby Guaranty"). Currently, the Standby Purchaser holds
900,000 Shares representing 1.63% of the Company's total issued and
outstanding Shares. If the Standby Purchaser acquires all of the
Shares under the Standby Guaranty and its basic subscription
privilege, the Standby Purchaser will hold 6,800,000 Shares of the
Company representing 11.11% of the Company's total issued and
outstanding Shares after the completion of the Rights Offering.
It is expected that the Rights will trade on the TSXV under the
symbol "PXI.RT" commencing on or about February 23, 2023 and will trade until
2:00 p.m. (Pacific time) on or about
March 23, 2023 (the "Expiry
Time"), after which time unexercised Rights will be void and of
no value. Shareholders who fully exercise their Rights under the
basic subscription privilege will be entitled to subscribe for
additional Shares, if available, as a result of unexercised rights
prior to the Expiry Time, subject to certain limitations as set out
in the Company's Rights Offering circular dated February 17, 2023 (the "Circular"), which
will be filed on SEDAR under Planet Venture's profile at
www.sedar.com. The Company expects to close the Rights Offering on
or before March 29, 2023.
The Rights will be offered to Shareholders resident in (i) all
provinces and territories of Canada except Quebec and (ii) in all jurisdictions outside
Canada and the United States, excluding any jurisdiction
that does not provide a prospectus exemption substantially similar
to the exemption provided in Canada or that otherwise requires obtaining
any approvals of a regulatory authority in such jurisdiction or the
filing of any document by Planet Ventures in such jurisdiction in
connection with the Rights Offering (collectively, the
"Eligible Jurisdictions").
Accordingly, and subject to the detailed provisions of the
Circular, Rights DRS statements (the "Rights Statements")
and subscription forms will not be mailed to Shareholders resident
outside of the Eligible Jurisdictions, unless such Shareholders are
able to establish to the satisfaction of the Company that they are
eligible to participate in the Rights Offering. Registered
Shareholders who wish to exercise their Rights must forward the
completed subscription form, together with the applicable funds, to
the rights agent, Computershare Investor Services Inc. (the
"Rights Agent"), on or before the Expiry Time. Shareholders
who own their Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and
instructions from their intermediary. Shareholders who fully
exercise their Rights will be entitled to subscribe pro rata
for additional Shares not otherwise purchased, if any, as a result
of unexercised Rights prior to the Expiry Time, subject to certain
limitations set out in the Circular.
After March 16, 2023 the Rights
Agent will attempt, on a commercially reasonable basis, to sell the
Rights of ineligible Shareholders (other than those Shareholders
from whom the Company accepts subscriptions) over the facilities of
the TSXV. The Rights Agent will mail cheques representing the net
proceeds, without interest, from such sales.
The proceeds of the Rights Offering are expected to be used for
capital investments and loans and for general administrative
expense.
The Rights and the underlying Shares have not been and will not
be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or the
securities laws of any state of the
United States. This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities within the United
States, and the Rights (a) may not be offered or sold in
the United States or to any U.S.
person, and (b) may not be exercised within the United States or for the account or
benefit of any U.S. person or any person in the United States. "United States" and "U.S. person"
are as defined in Regulation S under the U.S. Securities Act.
About Planet
Ventures
Planet is an investment issuer listed on the TSXV, that is
focused on investing in disruptive companies and industries that
have high growth potential. Planet's unique portfolio driven
investment policies provide its investors with access to emerging
and high-growth opportunities while shielding them from any
formidable downside. For more information, please visit Planet's
website: https://planetventuresinc.com/
On behalf of the Board of Directors
"Christopher Cooper"
Christopher Cooper
Chief Financial Officer and Director
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release includes certain statements that may be
deemed "forward-looking statements". All statements in this news
release, other than statements of historical facts, that address
events or developments that the Company expects to occur, are
forward-looking statements. Forward-looking statements are
statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and
similar expressions, or that events or conditions "will", "would",
"may", "could" or "should" occur. Although the Company believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results may differ materially from
those in the forward-looking statements. Factors that could cause
the actual results to differ materially from those in
forward-looking statements include ability to complete the Rights
Offering, market prices, continued availability of capital and
financing, and general economic, market or business conditions.
Investors are cautioned that any such statements are not guarantees
of future performance and actual results or developments may differ
materially from those projected in the forward-looking statements.
Forward-looking statements are based on the beliefs, estimates and
opinions of the Company's management on the date the statements are
made. Except as required by applicable securities laws, the Company
undertakes no obligation to update these forward-looking statements
in the event that management's beliefs, estimates, opinions, or
other factors, should change.
Neither TSX Venture Exchange nor its Regulations 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.
SOURCE Planet Ventures Inc.
