VANCOUVER, BC, Mar. 2, 2023 – HS GovTech Solutions Inc. (“HS GovTech”, or the “Company”) (CSE: HS) (Frankfurt: 38H) (OTC: HDSLF) is pleased to announce that it has closed its previously announced overnight marketed public offering (the “Prospectus Offering”) through the issuance of 5,613,800 units of the Company, and an additional 1,044,424 units pursuant to a non-brokered private placement (the “Private Placement Offering”), in each case at a price of $0.37 per unit (the “Units”), for gross proceeds of approximately $2,463,543. The closing of each of the Prospectus Offering and the Private Placement Offering is anticipated to be the closing of all financings previously announced by the Company pursuant to its news release of February 16, 2023.
Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price of $0.50 for a period of 36 months from the date of issuance. The Company has applied to list the Warrants issued in connection with the Prospectus Offering (the “Supplemental Listing”) for trading on the Canadian Securities Exchange (the “CSE”) and the Warrants are trading on the CSE under the symbol HS.WT.A as of March 2, 2023.
Echelon Wealth Partners Inc. acted as lead agent and sole bookrunner for the Offering, on behalf of a syndicate of agents, including Paradigm Capital (the “Agents”). In connection with the Prospectus Offering, and in addition to cash compensation as disclosed in the Company’s prospectus supplement dated February 21, 2023 (the “Prospectus Supplement”), the Company issued the Agents 449,104 compensation warrants, each of which is exercisable into one Common Share at an exercise price of $0.37 for a period of 36 months from the date of issuance. In addition, the Company issued to Echelon 112,276 Common Shares as a corporate finance fee.
The Prospectus Offering was completed pursuant to the Prospectus Supplement, to the Company’s base shelf prospectus dated September 14, 2021 (the “Base Shelf Prospectus”). Copies of the Prospectus Supplement and accompanying Base Shelf Prospectus can be obtained on SEDAR at www.sedar.com.
In connection with the Private Placement Offering, the Company issued 68,000 Units to Silas Garrison, a Director and Chief Executive Officer of the Company (the “Insider”). The Issuance of the Units to the Insider is considered a “related party transaction” subject to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the Insider, exceeded 25% of the Company’s market capitalization.
All securities issued in connection with the Private Placement Offering are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities laws.
The Company will use the net proceeds of the Prospectus Offering and Private Placement Offering for sales, marketing, research and development, working capital and general corporate purposes.
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 or for the account or benefit of any U.S. person or any person in the United States, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. “United States” and “U.S. Person” are as defined in Regulation S under the U.S. Securities Act.
About HS GovTech Solutions Inc.
HS GovTechTM is an industry leading software as a service company serving the state, provincial and local government market across the United States and Canada. HS GovTech’sTM cutting edge platforms currently provide inspection, information, communication and data management systems that enable government agencies to operate more efficiently. HS GovTech’sTM cloud and mobile based platforms are currently deployed in over 800 state and local government organizations across North America. HS GovTechTM currently offers the only fully integrated inspection, administration and analytics product suite across all platforms in North America. HS GovTechTM also delivers its government grade technologies to private businesses through its My Health DepartmentTM platform, enabling citizens and private businesses to gain visibility and predictability into their own organizations and move from a reactive to a proactive operational status. As HS GovTechTM continues to deliver focused service and innovative solutions to government organizations, the Company entered the FinTech space through its HSPayTM offering which serves as a payment platform that streamlines the intake of government revenue. Further, HS GovTech’s GovCallTM platform offers one of the only teleconferencing and video collaboration platforms tailored exclusively for government agencies
This release may contain 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. Forward-looking statements may include, without limitation, statements relating to the Offering and the use of proceeds therefrom. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement and the “Cautionary Statement regarding Forward-Looking Information” section contained in the short form base shelf prospectus of the Company dated September 14, 2021. All forward-looking statements in this press release are made as of the date of this press release. Forward-looking statements contained in this news release include the the use of proceeds of the Offering. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company’s public securities filings with the Canadian securities commissions, including the Company’s shelf prospectus. 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 forward looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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