Waterfront Capital Closes Non-Brokered Private Placement Offering
West Vancouver, British Columbia, October 13, 2017 – Waterfront Capital Corporation (the “Company” or “Waterfront”) is pleased to announce that, further to its news releases dated September 15, 2017 and September 22, 2017, Waterfront has closed its non-brokered private placement (the “Private Placement”). The Company has raised gross proceeds of $880,000 by the issuance of 17,600,000 units (the “Units”) at a price of $0.05 per Unit. Each Unit consists of one common share and one share purchase warrant, with each warrant entitling the holding to purchase an additional common share for a period of two years at an exercise price of $0.10. All of the securities issued pursuant to this Private Placement are subject to a hold period expiring on February 13, 2018. In connection with the closing of the Private Placement, the Company has paid a finder’s fee of $44,925 to Sutton Ventures LTD (“Sutton”) in 718,800 Units and $8,985 in cash, and a finder’s fee of $10,375 to PI Financial Corp. (“PI”) in cash, being 10% of the gross proceeds raised by the Company from investors introduced to the Company by Sutton and PI.
Certain insiders of the Company have subscribed for Units pursuant to the private placement. The issuance of the Units to the 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.
The Company intends to use the proceeds from this Private Placement for general working capital purposes and to investigate certain potential business opportunities.
For further information, contact Mr. Clive Shallow, Shareholder Communications, at 604-922 2030 or visit the Company’s website at www.waterfrontcapitalcorp.com.
Waterfront Capital Corporation
“Douglas L. Mason”
Douglas L. Mason, Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release.
This release includes certain statements that may be deemed “forward-looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical facts, that address such matters, including the finder’s fee that may be paid by the Company and the intended use of proceeds of the private placement, are forward-looking statements. Forward-looking statements are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “suspects”, “intends”, “estimates”, “projects”, ”targets”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. 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 may differ materially from those expressed in, or implied by, this forward-looking information. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, such matters as political conditions, regulatory approvals, availability of capital and financing, and general economic, market or business conditions. The above list of important factors that may affect future results is not exhaustive. 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. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date such statements were made and are subject to change after that date and the Company does not undertake any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.