VANVOUER, BC / ACCESSWIRE / November 27, 2020 / AMPD Ventures Inc. ("AMPD" or the "Company") (CSE:AMPD)(FRA:2Q0)announces certain updates to the private placement previously announced on November 19th, 2020. As per the announcement, the Company is expected to issue and sell up to 5,000,000 units (the "Units") at a price of CAD $0.10 per Unit for aggregate proceeds of up to CAD $500,000 (the "Private Placement"). Each Unit will be comprised of one common share (each a "Unit Share") and one-half of one common share purchase warrant having an exercise price of CAD $0.15 per Share and a term of 12 months from the date of closing of the Private Placement (each a "Unit Warrant").
The Company intends to use the proceeds from the Private Placement for general working capital purposes. The Private Placement is subject to regulatory approval and all securities issued will be subject to a four-month hold period.
It was previously announced that Mr. Anthony Brown, CEO of the Company, was expected to participate in the Private Placement and to purchase 1,000,000 Units for aggregate proceeds of CAD $100,000. The Company now announces that, prior to the closing of the Private Placement, it is anticipated that Mr. Brown will sell up to 1,000,000 Shares at CAD $0.11 per Share from his personal holdings, with the proceeds from such sale to be used to acquire an equal number of Units under the Private Placement in addition to the previously announced purchase of 1,000,000 Units.
Mr. Paul Mari, VP of Operations of the Company, is also expected to sell up to 400,000 Shares at CAD $0.11 per Share from his personal holdings, with the proceeds from such sale to be used to acquire an equal number of Units under the Private Placement.
Ms. Christene Best, VP of Sales of the Company, is expected to participate in the Private Placement and to purchase 50,000 Units for aggregate proceeds of CAD $5,000.
The participation in the Private Placement by Mr. Brown, Mr. Mari, and Ms. Best as insiders of the corporation constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI61-101") which has been incorporated by the policies of the Canadian Securities Exchange (the "CSE").
The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of 61-101 as, among other things, neither the fair market value of the securities issued to related parties nor the consideration for such securities exceed 25% of the Company's market capitalization.
An updated material change report in connection with the Private Placement will be filed less than 21 days before the closing of the Private Placement. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wishes to complete the Private Placement in a timely manner.
About AMPD Ventures Inc.
AMPD specializes in providing high performance cloud and compute solutions for low latency applications, including video games and eSports, digital animation and visual effects, and big data collection, analysis, and visualization.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ "Anthony Brown"
CEO & Director
AMPD Ventures Inc.
email@example.com | Tel: 604-332-3329
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The CSE does not accept responsibility for the adequacy or accuracy of this release.
Certain statements made herein may contain forward-looking statements or information within the meaning of the applicable Canadian securities laws. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information herein include, but are not limited, to statements or information with respect to the completion of the Private Placement, aggregate sale of Units, and receipt of proceeds from the Private Placement, the use of proceeds of the Private Placement, and the insider participation in the Private Placement.
Forward-looking statements and forward-looking information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. We have made certain assumptions about the forward-looking statements and information, including receipt of all approvals required for the Private Placement and ability to complete the Private Placement. Although our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information will prove to be accurate. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. These risks, uncertainties and other factors include the ability to complete the Private Placement and receive the approvals necessary to complete the Private Placement and those factors discussed in the section entitled "Risk Factors" in the Company's Form 2A Listing Statement dated October 17, 2019 and "Risk and Uncertainties" in the Company's most recent Management Discussion and Analysis filed on SEDAR.
There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on the forward-looking statements or information contained herein. Except as required by law, we do not expect to update forward-looking statements and information continually as conditions change and you are referred to the full discussion of the Company's business contained in the Company's reports filed with the securities regulatory authorities in Canada.
All forward looking statements and information contained in this News Release are qualified by this cautionary statement.
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SOURCE:AMPD Ventures Inc.
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