VANCOUVER BC / ACCESSWIRE / February 10, 2021 / Beretta Ventures Ltd. (the "Company") (TSXV:BRTA.H) announces that it has closed its previously announced non-brokered private placement, in which it raised gross proceeds of $400,000.
This placement consisted of 8,000,000 common shares of the Company at a price of five cents per common share (the "Offering"). All common shares issued in connection with this Offering are subject to a hold period expiring June 10, 2021. No finder's fees were payable in connection with the Offering. The Company intends to use the proceeds of the Offering for repayment of debt and for general working capital purposes.
The Company further announces that Scott Ackerman and Rick Cox have been appointed as directors of the Company, replacing Walter Henry and Tom Hussey, who have resigned as directors of the Company. In addition, Scott Ackerman has been appointed CEO, CFO and Corporate Secretary, replacing Mario Miranda, who remains as a director of the Company. The Company wishes to thank the outgoing directors for their service to the Company.
In addition, 343,665 founder's shares currently held in escrow have been transferred within escrow to the new directors.
Related Party Participation in the Offering
Scott Ackerman, an insider of the Company, subscribed for 1,005,000 common shares in the Offering for a total of 12.56% of the Offering. As an insider of the Company participated in this Offering, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsection 5.5(b) and 5.7(1)(b)) as the Company is not listed on the markets specified in MI 61-101 and neither the fair market value of the common shares distributed to, nor the consideration received from interested parties exceeded $2,500,000.
The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Offering and the Company wished to close on an expedited basis for business reasons.
Early Warning Report
Immediately prior to the Offering, Scott Ackerman of Vancouver, BC held 171,666 common shares of the Company, representing 10.59% of its issued and outstanding common shares as constituted prior to the Offering. As a result of the Offering, Scott Ackerman has ownership and direction or control over 1,176,666 common shares of the Company, representing 12.23% of the issued and outstanding common shares of the Company. Neither the Company nor, to the knowledge of the Company after reasonable inquiry, Scott Ackerman, have knowledge of any material information concerning the Company or its securities which has not been generally disclosed.
As a result of the Offering, each of Vancouver, BC based The Emprise Special Opportunities Fund (2017) Limited Partnership (LP2017"), 685733 B.C. Ltd. ("685733"), and 8185735 Canada Corp. ("8185735") has ownership and direction or control of 1,915,000 common shares of the Company, representing 19.90% of the issued and outstanding common shares of the Company, respectively. Immediately prior to the Offering, none of LP2017, 685733 or 8185735 owned any securities of the Company. Neither the Company nor, to the knowledge of the Company after reasonable inquiry, LP2017, 685733 or 8185735, have knowledge of any material information concerning the Company or its securities which has no been generally disclosed.
LP2017, 685733 and 8185735 have individually acquired the above-noted common shares for investment purposes. Independently, LP2017, 685733 and 8185735 may in the future take such actions in respect of its holdings in the Company as they may deem appropriate in light of the circumstances then existing, including the purchase of additional securities of the Company through open market purchases or privately negotiated transactions or the sale of all or a portion of their individual holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities law.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which report will contain additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will be filed on SEDAR under the Company's profile at www.sedar.com.
The Company currently does not have an active business and will be seeking a business opportunity that will constitute a Qualifying Transaction under the policies of the Exchange. The Company also intends to submit an application to the Exchange requesting that trading be reinstated.
On behalf of the Board,
Scott Ackerman
CEO, CFO, Corporate Secretary and Director
For further information:
Beretta Ventures Ltd.
1600 - 609 Granville Street
Vancouver, BC V7Y 1C3
(778) 331-8505
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company 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 or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable law.
SOURCE: Beretta Ventures Ltd.
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