Vancouver, British Columbia--(Newsfile Corp. - December 23, 2022) - Xineoh Technologies Inc. ("Xineoh" or the "Company") is pleased to announce that it has closed a non-brokered private placement equity financing for aggregate gross proceeds of US$350,249.97 (the "Offering"). Pursuant to the terms of the Offering, the Company has issued 23,349,998 common shares (each a "Share") at a price of US$0.015 per Share.
The Company intends to use the net proceeds of the Offering to continue to develop and commercialize its AI platform. All securities issued in the Offering are subject to a statutory four-month hold period expiring on April 24, 2023.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
As required pursuant to National Instrument 62-104, the following entities are providing disclosure as a result of the wind-up of Kelcey Mauritius Limited (the "Wind-Up Transaction") that has resulted in changes to their respective ownership of securities of the Company.
Kelcey Mauritius Limited previously filed an early warning report with respect to the securities of the Company. Prior to the Wind-Up Transaction, Kelcey Mauritius Limited held 67,500,000 common shares of the Issuer representing 50.60% of the Issuer issued and outstanding common shares. As a result of the Wind-Up Transaction Kelcey Mauritius Limited has disposed of 67,500,000 common shares of the Issuer and Kelcey Mauritius Limited's ownership has decreased to less than 10% of the issued and outstanding common shares of the Issuer. The common shares were disposed of at a deemed price of Cdn$0.00685 (US$0.005) per share for aggregate deemed proceeds of Cdn$462,375 (US$337,500). Kelcey Mauritius Limited no longer has any ownership or control over any common shares or other securities of the Issuer. The Company is not listed on a stock exchange and these transaction occurred privately. The address of Kelcey Mauritius Limited is Suite 114, 3rd Floor, Medine Mews, Chaussée Street, Port Louis, Mauritius.
On December 23, 2022, as a result of the Wind-Up Transaction, the Company's Chief Executive Officer Mr. Vian Chinner reports that the Cicero Family Trust has acquired beneficial ownership of 51,840,000 common shares of the Company at a deemed price of Cdn$0.00685 (US$0.005) for aggregate deemed proceeds of Cdn$355,104 (US$259,200). The common shares were acquired from Kelcey Mauritius Limited in a private transaction as a result of the Wind-Up Transaction. Mr. Vian Chinner is a beneficiary of Cicero Family Trust. As a result of these transactions, Mr. Chinner, through Cicero Family Trust, has beneficial ownership over 51,840,000 common shares of the Company representing 38.86% of the Company's currently issued and outstanding common shares. Mr. Chinner also directly owns 266,666 common shares and restricted share units to acquire 3,333,333 common shares of the Company. Assuming the exercise of the restricted share units held by Mr. Chinner, Mr. Chinner would have beneficial ownership of 55,173,333 common shares of the Company representing 40.55% of the common shares of the Company. The acquisition of these shares in the Company was for investment purposes. Mr. Chinner and Cicero Family Trust have no current intention to acquire additional shares in the Company, but may decide from time to time in the future to increase or decrease its ownership of common shares of the Company. The address of Mr. Chinner is 4th Floor, The Firs, Bierman Ave, Rosebank, Johannesburg, 2196, South Africa. The address of Cicero Family Trust is 6th Floor, Dias Pier Building, Le Caudan Waterfront Caudan, Port Louis, Mauritius.
Early Warning Reports for Kelcey Mauritius Limited and Mr. Vian Chinner will be filed with the applicable Canadian securities commissions and will be available at www.sedar.com. For further information concerning the foregoing or a copy of the Early Warning Reports referred to in this release, please contact: Vian Chinner, Tel: (604) 681-8030.
About Xineoh Technologies Inc.
https://www.xineoh.com/.
ON BEHALF OF THE BOARD
"Vian Chinner"
Chief Executive Officer
Contact Information:
admin@xineoh.com
604-681-8030
Cautionary Note Regarding Forward-Looking Information
This news release discusses items that may constitute forward-looking statements within the meaning of applicable securities laws and that involve risks and uncertainties. Such statements include those with respect to the use of proceeds of the Offering, future prospects and strategy of the Company and the performance of its technology. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved, and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Company will succeed in obtaining any necessary future financing to fund its ongoing operations, (ii) no material obstacles, technical or otherwise, will hinder the Company's operations, and (iii) the Company will be able implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the Company's failure to make effective use of its available funds, (ii) the failure of the Company's commercialization strategy for technical, logistical, labour-relations or other reasons, (iii) an increase in the Company's operating costs above what is necessary to sustain its operations, (iv) cybersecurity issues, labour disputes or the materialization of similar risks, (v) a deterioration in capital market conditions that prevents the Company from raising the funds that it requires on a timely basis, and (vi) generally, an inability of the Company to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the Company's filings with Canadian securities regulatory authorities available at www.sedar.com. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
NOT FOR DISSEMINATION IN THE UNITED STATES OR RELEASE TO U.S. NEWSWIRE SERVICES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/149410
