Berkley announces partial revocation order for failure to file cease trade order and funding

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THIS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES

Vancouver, British Columbia, December 13, 2021 (GLOBE NEWSWIRE) – Berkley Renewables Inc. (CSE: BKS) (the ” Society “), Announces that the British Columbia Securities Commission (” BCSC “) issued an order dated December 10, 2021 (the” Partial revocation order “), partially revoking the cease trade order for failure to deposit issued against the Company on May 6, 2019 (the” FFCTO “).

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The Company has requested the Partial Revocation Order in order to complete an exempt private placement without an intermediary (the “” Private placement “) up to 6,000,000 (the” Units ”) At a purchase price of $ 0.05 per Unit for gross proceeds of up to $ 300,000. Each unit will consist of one common share and one common share purchase warrant, and each warrant will be exercisable for one common share for a period of five years at an exercise price of $ 0.05. / share in years 1 to 3 and $ 0.10 / share in years 4 to 5.

The proceeds of the Private Placement will be allocated, among others, to the following items: (i) audit and legal fees; (ii) regulatory filing fees; (iii) the costs of the CSE; and (iv) general working capital. Completion of the private placement will allow the Company to prepare and file all outstanding continuous disclosure documents with the applicable regulatory authorities. Once these filings are completed, the Company plans to seek a complete revocation of the FFCTO.

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Each potential investor in the Private Placement will receive a copy of the FFCTO and the Partial Revocation Order and must provide the Company with an acknowledgment that all of the Company’s securities, including the Units issued under the Private Placement, will remain subject to the FFCTO until its total revocation, and that the granting of the Partial Revocation Order does not guarantee the issuance of a complete revocation order of the FFCTO in the future. In accordance with applicable securities legislation, all securities issued in connection with the private placement will be subject to a hold period of four months and one day from the closing date of the private placement. In addition, the securities issued within the framework of the Private Placement can only be transferred after complete revocation of the FFCTO, for which there is no guarantee.

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The partial revocation order will expire on the earliest of the following dates: (i) completion of the private placement and (ii) March 10, 2022, i.e. 90 days from the date on which the partial revocation order was issued.

It is expected that part of the Private Placement will be subscribed by the directors and officers of the Company. The issuance of units to a director or officer in connection with the private placement is considered a “related party transaction” under Multilateral NI 61-101 (“ Ml 61-101 “), but is exempt from the minority shareholder assessment and approval requirements of NI 61-101, as neither the fair market value of securities issued to related parties nor the consideration paid by related parties will exceed 25% of the market capitalization of the Company.

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About Berkley Renewables

Berkley Renewables Inc. is a diversified, growth-oriented issuer that is also seeking renewable energy opportunities, primarily in the solar energy sector. For more information, please contact Matt Wayrynen: 604.682.3701 or info@berkleyrenewables.com. Other information available at www.berkleyrenewables.com.

ON BEHALF OF THE BOARD

“Matt Wayrynen” ___________

Matt Wayrynen

President and CEO

The CSE has not reviewed and accepts no responsibility for the adequacy or accuracy of the contents of this press release. This press release may contain statements which are considered to be forward-looking statements and are subject to various risks and uncertainties regarding specific factors disclosed under the heading “Risk Factors” and elsewhere in the Company’s periodic filings with Canadian securities regulatory authorities. . The information contained herein represents the best judgment of management at the date hereof based on the information currently available. The Company assumes no obligation to update any forward-looking statement.

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