Kontrol Technologies Corp. (NEO:KNR) (OTCQB:KNRLF) (FSE:1K8) ("Kontrol" or the "Company"), is pleased to announce it has established an at-the-market equity program (the "ATM Program") that allows the Company to issue and sell up to $10,000,000 of common shares in the capital of the Company (the "Common Shares") from treasury to the public, from time to time, at the Company's discretion. All Common Shares sold under the ATM Program will be made through sales that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 Shelf Distributions through the NEO Exchange ("NEO") or any other "marketplace" in Canada as defined under applicable securities laws.
Distributions of the Common Shares under the ATM Program will be made pursuant to the terms of an equity distribution agreement dated May 5, 2022 (the "Equity Distribution Agreement") entered into between the Company and Echelon Wealth Partners Inc. (the "Agent"). The volume and timing of distributions under the ATM Program, if any, will be determined in the Company's sole discretion. The Common Shares will be distributed at the market prices prevailing at the time of each sale and, as a result, prices may vary as between purchasers and during the period of the ATM Program. The ATM Program will be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program and the end of the effective period of the Base Shelf Prospectus (defined below), unless terminated prior to such date by the Company or the Agent in accordance with the terms of the Equity Distribution Agreement.
The Company expects to use the net proceeds from the ATM Program for: capital expenditures; working capital; and general corporate purposes. The proposed capital expenditures include supporting the Company's ongoing research and development efforts.
The distribution of Common Shares under the ATM Program will be qualified by a prospectus supplement dated May 5, 2022 (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated April 22, 2022 (the "Base Shelf Prospectus"), each filed with the securities commissions in each of the provinces and territories of Canada. The Equity Distribution Agreement, the Prospectus Supplement and the Base Shelf Prospectus are available on the Company's SEDAR profile at www.sedar.com. Alternatively, the Agent will send copies of such documents to investors upon request by contacting: Echelon Wealth Partners Inc., attn. Beth Shaw, Brookfield Place, 181 Bay Street, Suite 2500, Toronto, ON M5J 2T3 or by phone at 647-484-8285 or by email at [email protected].
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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 the securities laws of any state of the United States of America, its territories, possessions or the District of Columbia, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.
Kontrol Technologies Corp.
Kontrol Technologies Corp., a Canadian public company, is a leader in smart buildings and cities through IoT, Cloud and SaaS technology. Kontrol provides solutions and services to its customers to improve energy management, monitor continuous emissions and accelerate the sustainability of all buildings.
Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.
This press release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. The forward-looking information contained herein includes, without limitation, any sales under the ATM Program, the use of proceeds from the sale of Common Shares and the business and strategic plans of the Company.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release including, without limitation: the Company's ability to comply with all applicable governmental regulations including all applicable laws and regulations; impacts to the business and operations of the Company due to the COVID-19 pandemic; potential conflict in eastern Europe; a limited operating history; the ability of the Company to access capital to meet future financing needs; the Company's reliance on management and key personnel; competition; changes in consumer trends; foreign currency fluctuations; and general economic, market or business conditions.
Additional risk factors can also be found in the Company's continuous disclosure documents which have been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law. Readers should also review the risks discussed under "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2021.
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