Legible Inc. (CSE: READ) (FSE: D0T) (“Legible” or the “Company”), announces that, further to its June 6, 2022 News Release, it has increased the size of its private placement of debenture units (“Debenture Units”) from up to $1,000,000 to up to $2,000,000 (the “Private Placement”).
In addition, Legible also announced that it has completed the closing of the first tranche of the Private Placement. Legible issued 100.63 Debenture Units at a price of $10,000 per Debenture Unit for gross proceeds of $1,006,300 (and, less the finder’s fee of $12,000 for net proceeds of $994,300; $390,800 of which was the settlement of outstanding indebtedness). The Company intends to use the proceeds from the Private Placement for general working capital purposes. All securities issued in connection with the Private Placement are subject to a hold period that expires on October 9, 2022. It is anticipated that Legible will close a second tranche of the Private Placement within the next two weeks.
Mr. David Van Seters, a director of Legible, subscribed for 2.1 Debenture Units and Ms. Shannon Kaustinen, also a director of Legible, subscribed for 1 Debenture Unit under the Private Placement. Legible has determined that exemptions from the various requirements of Multilateral Instrument 61-101 are available for the issuance of the Debenture Units (Formal Valuation – Issuer Not Listed on Specified Markets; Minority Approval – Fair Market Value Not More Than $2,500,000).
Each Debenture Unit consists of: (i) a 15% unsecured convertible debenture of the Company (“Debenture”) in the principal amount of $10,000; and (b) 50,000 common share purchase warrants (“Warrant”). The Debentures mature on the date that is three (3) years following the closing (the “Maturity Date”) and are convertible at the holder’s option, at any time, after the date that is four months and one day from the closing, into common shares of the Company (“Common Shares”) at a conversion price of $0.10 per share. The Debentures bear interest at a rate of fifteen percent (15%) per annum calculated annually. The full amount of the interest owing until the date that is two (2) years following the closing shall be pre-paid at closing by the issuance of 20,000 Common Shares (at a deemed price of $0.15 per share) per Debenture Unit, and thereafter interest shall be due and payable in cash on the earlier of: (i) the Maturity Date; and (ii) in the event of conversion of the Debentures prior to the Maturity Date of the entire principal amount, 30 days following the conversion date. Each Warrant entitles the holder to purchase one Common Share at a price of $0.15 for a period of two (2) years from closing; provided that if, at any time, after the date that is four months and one day following the closing, the volume weighted average trading price of the common shares on the Canadian Securities Exchange (the “CSE”) is at least $0.40 per share for a period of 5 consecutive trading days, the expiry date of the Warrants may be accelerated by the Company to a date that is not less than 21 days after the date that notice of such acceleration is provided to the Warrant holders, which notice may be by way of general press release.
As noted above, a finder acting in connection with the Private Placement received a fee in the amount of $12,000 and 120,000 finder’s warrants. Each finder’s warrant may be exercised to acquire one Common Share at a price of $0.10 per share for a period of two (2) years from the closing; provided that if, at any time, after the date that is four months and one day following the closing, the volume weighted average trading price of the Common Shares on the CSE is at least $0.40 per share for a period of 5 consecutive trading days, the expiry date of the finder’s warrants may be accelerated by the Company to a date that is not less than 21 days after the date that notice of such acceleration is provided to the finder’s warrant holders, which notice may be by way of general press release.
Kaleeg Hainsworth, Legible’s CEO and President stated “We are pleased to have closed the first tranche of our Private Placement and to be able to do a follow-on closing in the coming weeks. Demand for participation in the Private Placement is strong as investors start to understand that one of Legible’s key differentiators is the creation and delivery of immersive, multimedia Living Books, which provide a more interesting and interactive way for people to read.” Hainsworth further commented “We are a book entertainment company for the future of digital reading, and publishers, distributors, and authors are excited about how our Living Books, as well as our browser-first, device agnostic platform, can transform the eReading experience.”
About Legible Inc.
Legible Inc. is a book entertainment and media company with a mission: Millions of books for billions of readers, globally. Legible has developed two high-value verticals; firstly, a browser-first accessible B2C eBook entertainment platform for the emerging web with high-growth potential called legible.com – a global eBook entertainment platform delivering beautiful, accessible & immersive reading for next-generation readers; and secondly, a global B2B eBook conversion and production service with high-revenue potential called Legible Publishing – a world-class high-volume digital conversion service for publishers and organizations and a remediation service of eBook content for the accessibility community. Legible Publishing creates multimedia eBooks, branded as Living Books, that empowers authors and publishers to deliver dynamic and unique content.
Founded and led by a team of technologists, authors, eBook publishers, designers, and publishing industry insiders, Legible is transforming the digital publishing industry and gaining market share through innovative, 21st century publishing and global reading experiences. Legible provides innovative eBook reading experiences to the masses through any browser-enabled device. Legible is committed to providing access to readers that value immersive entertainment experiences through well-constructed and content dynamic books. Legible embraces sustainability, accessibility, and global literacy.
Please visit Legible.com and discover the place where eBooks come to life. Readers are invited to visit Legible’s continually evolving curated Staff-Picks Bookshelf: https://legible.com/ca/list/staff-picks
Forward-Looking Statements
This press release contains certain statements which constitute forward-looking statements or information (“forward-looking statements”), including statements regarding Legible’s business and the Private Placement. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Legible’s control, including the impact of general economic conditions, industry conditions, currency fluctuations, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Legible believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. As such, readers are cautioned not to place undue reliance on the forward-looking information, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Legible does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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