NOT FOR DISTRIBUTION TO THE UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Dec. 22, 2023 (GLOBE NEWSWIRE) -- Interfield Global Software Inc. (NEO: IFSS) (the “Company”) announces a closing (“Initial Tranche”) of the previously announced non-brokered private placement financing (the "Offering"). The Offering consists of up to 8,000,000 units of the Company (the "Units") at a price of $0.25 per Unit, for aggregate gross proceeds of up to $2,000,000 subject to increase at the discretion of the board of directors of the Company.
In connection with the closing of the Initial Tranche, the Company issued 2,315,800 Units for gross proceeds of $578,950, and paid to qualifying arms-length parties finder’s fees comprising $14,000 in cash and 56,000 finder’s warrants. Closing of further tranches are anticipated, with final completion expected to occur on or about January 14, 2024.
Each Unit consists of one common share in the capital of the Company (each, a "Unit Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each, a "Warrant Share") at an exercise price of $0.40 for a period of three years from the respective closing date(s) of the Offering.
In connection with the Initial Tranche, insiders purchased a total of 285,800 Units. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the subject matter of the Offering does not exceed 25% of the market capitalization of the Company as calculated in accordance with MI 61-101.
The gross proceeds from the Offering will be used by the Company for general corporate and working capital and to retire a small amount of existing shareholder debt (approximately $50,000). The Offering is subject to receipt of all applicable regulatory approvals, including the approval of Neo Exchange Inc.
The Offering will be completed pursuant to the accredited investor exemption from the prospectus requirements under applicable Canadian securities laws. The Unit Shares, Warrants and Warrant Shares issuable upon exercise of the Warrants will be subject to a statutory four month and one day hold period from the date of issue in accordance with applicable Canadian securities laws. None of the Unit Shares, Warrants and Warrant Shares issuable upon exercise of the Warrants will be registered under the United States Securities Act of 1933, as amended, or state securities laws and none may be offered or sold in the United States, except under circumstances that do not require registration under the U.S. Securities Act or any applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Interfield Global Software Inc.
The Company is a publicly listed company, with its common shares listed on the Neo Exchange Inc. (NEO: IFSS) and operates out of Dubai, U.A.E through its wholly owned subsidiary, Interfield Software Solutions LLC (“Interfield Solutions”).
Interfield Solutions is a software company that services numerous industrial segments worldwide including oil and gas, mining and renewables. Interfield Solutions has two operating divisions, E-commerce and Software as a Service. Equipment Hound, the company’s flagship product of its E-commerce division, is an industrial equipment marketplace that connects buyers and suppliers around the globe. Equipment Hound manages a catalogue of equipment from various suppliers and provides procurement solutions for buyers. It includes features such as requests for quotes, logistics support and third-party verification. ToolSuite, the company’s flagship product of its Software as a Service division, is a cloud based data collection and management platform that digitizes industrial processes and provides real-time auditable data for clients.
ON BEHALF OF THE BOARD OF DIRECTORS
“Harold Hemmerich”
Harold Hemmerich, Chief Executive Officer & Director
Phone: +971 50 558 8349
Bruce Nurse, Investor Relations
Phone: +1 303 919 2913
Forward-Looking Statements Disclaimer and Reader Advisory
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements, and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance often using phrases such as “expects”, “anticipates”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such words and phrases, or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved, are not statements of historical fact and may be forward-looking statements. Forward looking statements in this release include: (i) the anticipated closing of further tranches of the Offering and (ii) the anticipated use of the proceeds from the Offering.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors, which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, including the approval of any applicable regulatory authority; and that factors may occur which impede or prevent the Company’s future business plans. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company does not assume any obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.
Neither Neo Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of Neo Exchange Inc.) accepts responsibility for the adequacy or accuracy of this news release.
