Waterfront Capital Closes Non-Brokered Private Placement
West Vancouver, British Columbia – January 27, 2016 – Further to the Company’s news release of December 9, 2015, Waterfront Capital Corporation (the “Company” or “Waterfront Capital”) is pleased to announce that the Company has closed its non-brokered private placement (the “Private Placement”). The Company has raised $170,000 by the issuance of 3,400,000 units (the “Units”) at $0.05 per Unit. Each Unit consists of one common share and one share purchase warrant, with each warrant entitling the holder to purchase an additional common share for a period of two years at an exercise price of $0.06. All of the securities issued pursuant to the Private Placement are subject to a hold period expiring on May 27, 2016. The Company intends to issue an additional 1,000,000 Units within the next week for additional gross proceeds of $50,000.
The Company intends to use the proceeds from this private placement for general working capital purposes.
Insiders of the Company have subscribed for Units under the Private Placement. The issuance of Units to insiders pursuant to the Private Placement (the “Insider Participation”) will be considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of any Insider Participation.
Douglas Mason, an officer and a director of the Company, purchased 1,000,000 Units pursuant to the Private Placement. Following closing of the Private Placement, Mr. Mason holds 3,141,556 common shares representing approximately 16.9% of the outstanding common shares of the Company, 5,050,000 common share purchase warrants and 280,000 options to purchase common shares, that, if exercised, would result in Mr. Mason holding approximately 35.5% of the Company’s then issued and outstanding common shares, assuming no other common shares of the Company are issued. Mr. Mason acquired these Units for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as he may deem appropriate. For the purposes of National Instrument 62-103 early warning reporting, the address of Mr. Mason is 3912 Marine Drive, West Vancouver, British Columbia V7V 1N4. A copy of the early warning report being filed by Mr. Mason may be obtained on the Company’s SEDAR profile or by contacting the Company at 604-922-2030.
For further information, contact Mr. Clive Shallow, Shareholder Communications, at 604-922 2030.
Waterfront Capital Corporation
“Douglas L. Mason”
Douglas L. Mason, Chief Executive Officer
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 release.
This news release contains forward-looking statements about the Company, its future performances, strategies or prospects, and possible future actions. The words “may”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, “plan”, “anticipate”, “estimate”, “expect”, “intend”, “forecast”, “objective” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance. Forward-looking statements involve inherent risks and uncertainties, both about the Company and general economic factors, so it is possible that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution you not to place undue reliance on these statements as a number of important factors could cause actual events or results to differ materially from those expressed or implied in any forward-looking statement made in relation to the Company. These factors include, but are not limited to, general economic, political and market factors in Canada, the United States and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, technological changes, changes in laws and regulations, judicial or regulatory judgements, legal proceedings and catastrophic events. The above list of important factors that may affect future results is not exhaustive. Before making any investment decisions, we encourage you to consider these and other factors carefully. All opinions contained in forward-looking statements are subject to change without notice and are provided in good faith but without legal responsibility.