~Not for distribution to U.S. news wire services or dissemination in the United States~
VANCOUVER, BC – January 4, 2022 – TIMIA Capital Corporation (“TIMIA” or the “Company”) (TSX-V:TCA/OTCQB:TIMCF), a leading innovator of technology in private credit, is pleased to announce that further to its news release of December 13, 2021, it has increased the non-brokered private placement of 5,000,000 units of the Company (the “Units”) at a price of $0.35 per Unit for gross proceeds of up to $1,750,000 (the “Private Placement”) to $2,400,000.
Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share of the Company at a price of $0.50 for a period of 24 months following the closing date, provided that TIMIA may accelerate the expiry date of the Warrants by providing 30 days’ notice to the holders by way of news release in the event that the closing price of the Common Shares on the TSX Venture Exchange equals or exceeds $1.00 per Common Share for a period of 10 consecutive trading days.
The Company is closing the first tranche of the private placement having collected subscription agreements totalling $2,188,750, and is proceeding with the issuance of 6,253,571 Units at a price of $0.35 per Unit. The Company has received a lead order from an institutional asset manager and anticipates closing this balance of the private placement in the coming weeks.
Finder’s fees of $35,000 were paid on a portion of the private placement to parties at arm’s length to the Company. In addition, 99,000 non-transferable finder’s warrants were issued (the “Finder’s Warrants”). Each Finder’s Warrant entitles a finder to purchase one common share at a price of $0.50 per share for two years from the date of issue. The Finder’s Warrants are also subject to the above accelerated exercise provisions. All Shares issued under the Private Placement are subject to a statutory hold period of 4 months from the date of issuance.
The proceeds of the Private Placement will be used by TIMIA, for its own benefit to support its technology development, debt repayment, and future growth.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About TIMIA Capital Corporation
The Corporation utilizes a proprietary loan origination platform to originate, underwrite and service private-market, high-yield loan opportunities through two operating divisions: TIMIA Capital which offers revenue-based investment to fast growing, business-to-business Software-as-a-Service (or SaaS) businesses in North America, and Pivot Financial which specializes in asset-based private credit targeting mid-market borrowers in Canada. The Corporation deploys funds on behalf of limited partnerships, institutions, retail investors, high net worth individuals, its management team and shareholders. For more information about TIMIA and SaaS lending, please visit www.timiacapital.com. For more information about specialized private credit and Pivot please visit: www.pivotfinancial.com.
For more information, please contact:
Vice President, Capital Markets & Communications
Mike Walkinshaw, CEO
TIMIA Capital Corporation
Neither the 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 news release.
Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements normally contain words like ‘believe’, ‘expect’, ‘anticipate’, ‘plan’, ‘intend’, ‘continue’, ‘estimate’, ‘may’, ‘will’, ‘should’, ‘ongoing’ and similar expressions, and within this news release include any statements (express or implied) respecting technology development, debt repayment, and the future growth of the Company and its investments. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable and appropriate in the circumstances, including, without limitation, the following assumptions: that the Company and its investee companies are able to meet their respective future objectives and priorities, assumptions concerning general economic growth and the absence of unforeseen changes in the legislative and regulatory framework for the Company. Although management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Timia’s business. Material risks and uncertainties applicable to the forward-looking statements set out herein include, but are not limited to, the Company having insufficient financial resources to achieve its objectives; availability of further investments that are appropriate for the Company on terms that it finds acceptable or at all; successful completion of exits from investments on terms that constitute a gain when no such exits are currently anticipated; intense competition in all aspects of business; reliance on limited management resources; general economic risks; new laws and regulations and risk of litigation. Although Timia has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of Timia. Accordingly, readers should not place undue reliance on forward-looking statements. Timia undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.