Ynvisible Announces Private Placement of up to $3.0 Million in Common Shares
May 16, 2025 4:00 PM EDT | Source: Ynvisible Interactive Inc.
Vancouver, British Columbia--(Newsfile Corp. - May 16, 2025) - Ynvisible Interactive Inc. (TSXV: YNV) (FSE: 1XNA) (the "Company" or "Ynvisible") announces that it is undertaking a non-brokered private placement financing (the "Private Placement") consisting of a minimum of 8,181,818 common shares of the Company (the "Shares", and each, a "Share") and up to a maximum of 13,636,364 Shares, at an issue price of $0.22 per Share to raise minimum gross proceeds of $1,800,000 and maximum gross proceeds of up to $3,000,000. Completion of the Private Placement will be contingent upon the Company issuing a minimum of 8,181,818 Common Shares at a price of $0.22 per Common Share for aggregate proceeds of $1,800,000.
Closing of the Private Placements is anticipated to occur on or about June 13, 2025. Closing is subject to the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals for the Private Placement, including acceptance of the TSX Venture Exchange. Proceeds from the Private Placement will be used to fund general and administrative needs, to accelerate sales & marketing, scale operations to deliver existing and future customer orders, invest in product innovation, and raise enterprise value.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Shares will be offered for sale to purchasers resident in Canada (except Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, (the "LIFE Exemption"). The Shares issued under the LIFE Exemption are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
There is an offering document dated May 16, 2025 related to the Private Placement that can be accessed on SEDAR Plus under the Company's profile at www.sedarplus.ca and on the Company's website at www.ynvisible.com. Prospective investors should read this offering document before making an investment decision.
Insiders of the Company may participate in the Private Placement. Such participation would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the Company will rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities that may be purchased by insiders, nor the consideration for the securities to paid by such insiders, will exceed 25% of the Company's market capitalization.
The securities described herein 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 except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.
About Ynvisible
Ynvisible is disrupting the low-cost and ultra-low-power display industry thanks to the latest advantages in sustainable electronics and roll-to-roll printing production. Ynvisible's printed e-paper displays are ideal for low-power and cost-sensitive applications, such as digital signage, smart monitoring labels for supply chain and logistics, visual indicators for medical and diagnostics, or retail labels and signage. Ynvisible has experience, know-how, and intellectual property in electrochromic materials, inks, and systems, and offers a mix of services, technology and products to brand owners developing smart objects and IoT products. Additional information on Ynvisible is available at www.ynvisible.com.
Neither 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.
Forward-Looking Statements
This news release contains certain statements that may be deemed "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 Ynvisible Interactive Inc. 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.
Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Private Placement, the use of proceeds of the Private Placement, closing conditions for the Private Placement, and TSX Venture Exchange acceptance of the Private Placement. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include: the Company not being able to complete the Private Placement on terms favourable to the Company or at all; that the TSX Venture Exchange may not accept the Private Placement; that the proceeds of the Private Placement may not be used as stated in this news release; the availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, and other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described in the Company's most recently filed Management's Discussion and Analysis.
Forward-looking statements are based on the beliefs, estimates and opinions of the management of Ynvisible Interactive Inc. on the date the statements are made. Except as required by law, Ynvisible Interactive Inc. undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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