Nanalysis Scientific Corp. Announces $3.5 Million Private Placement

Rhea-AI Summary

Nanalysis Scientific Corp. (TSXV: NSCI, OTCQX: NSCIF) has announced plans for a non-brokered private placement of up to 5,833,333 units at $0.60 each, aiming for total gross proceeds of $3.5 million. This move is strategically designed to bolster the company's balance sheet as it approaches the rollout of a $160 million service contract with CATSA Airport. CEO Sean Krakiwsky emphasized the importance of this contract for providing stable, long-term revenue and outlined efforts to integrate their service organization with existing product lines, enhancing profitability. The offering’s completion is subject to TSX Venture Exchange approval, and insiders may participate in a subsequent closing.

Positive

• Intention to raise $3.5 million through a non-brokered private placement.
• Strategic focus on a $160 million service contract with CATSA Airport, enhancing revenue stability.
• Plans to integrate service organization with existing NMR and MRI product lines to boost profitability.

Negative

• The private placement may cause share dilution for existing shareholders.

CALGARY, AB, April 21, 2023 /PRNewswire/ - Nanalysis Scientific Corp. ("Nanalysis" or the "Company", TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1) is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") ‎of up to 5,833,333 units of the Company (the "Units") at a price of $0.60 per Unit for aggregate gross proceeds of up to $3,500,000. ‎

Nanalysis CEO and Founder Sean Krakiwsky states, "As we enter into the final stages of rolling out the $160 million CATSA Airport service contract, we wanted to be prudent and bolster our balance sheet.   As I've stated publicly before, we are building a fully vertically integrated scientific instrumentation company. This vision includes a scaled-up service organization, and the CATSA contract accelerates that aspect of our vision. In addition, this opportunity will increase our base revenue, move us towards profitability, and eventually we will marry that business unit with our benchtop NMR, high field NMR, and MRI business, which all increasingly require a revenue generating service organization. This particular contract will be a stable source of revenue for five years, and potentially much longer. I want to thank the many of our long term shareholders and stakeholders for stepping up and making this happen."  

Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.80 per Common Share (the "Warrant Exercise Price") at any time up to 4:00 p.m. (Calgary time) on or before the date that is one year following the closing date of the Offering.

The completion of the Offering will be subject to acceptance of the Offering by the TSX Venture Exchange. The Offering may be closed in one or more tranches, it is anticipated that an initial closing of the Offering to occur on or about April 25, 2023, subject to satisfaction of all closing conditions. The Units, including all underlying securities thereof, will have a hold period of four months and one day from the date of issue. The net proceeds of the Offering will be used by the Company for working capital purposes. The Company may pay a finder's fee of up to 7% on parts of proceeds of the Offering in relation to purchasers introduced to the Company by registered investment advisors, payable in cash.  ‎

Certain insiders of the Company may participate in the Offering, but such insiders will only participate in the second closing, not the first. Such participation would be considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction is expected to be exempt from minority approval and valuation requirements pursuant to the exemptions contained in Section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued under the Offering nor the consideration to be paid by insiders will exceed 25% of the Company's market capitalization.

About Nanalysis Scientific Corp. (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1)

Nanalysis' business is what we term "MRI and NMR for industry". The Company develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers or analyzers for laboratory and industrial markets. The NMReady-60™ was the first full-feature portable NMR spectrometer in a single compact enclosure requiring no liquid helium or any other cryogens. The company has followed-up that initial offering with new products and continues to have a strong innovation pipeline. In 2020 Nanalysis announced the launch of its100MHz device,the most powerful and most advanced compact NMR device ever brought to market.

Nanalysis' devices are used in many industries (oil and gas, chemical, mining, pharma, biotech, flavor and fragrances, agrochemicals, law enforcement, and more) as well as numerous government and university research labs around the world. The Company continues to exploit new global market opportunities independently and with partners.

In 2022 the Company acquired K'(Prime) Technologies Inc. (KPrime), a North American sales and service company of over 40 individuals who cover scientific instrumentation for pharma, food, chemical and oil & gas customers, as well as imaging systems for security applications.

Additionally in 2022, the Company acquired a 43% ownership in Quad Systems AG ("Quad Systems"), a Zurich-based Nuclear Magnetic Resonance (NMR) company focused on high-field NMR for pharmaceutical and other vertical markets.

Notice regarding Forward Looking Statements and Legal Disclaimer

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law relating to the use of net proceeds of the Offering, regulatory approval for the Offering and  insider participation in the Offering and other matters ‎ancillary or incidental to the foregoing. ‎

All statements included herein, other than statements of historical fact, may be forward-looking information and such information involves various risks and uncertainties. Forward-looking information is often, but not always, identified by the use of words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

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SOURCE Nanalysis Scientific Corp.

FAQ

What is Nanalysis Scientific Corp.'s private placement announcement?

Nanalysis Scientific Corp. announced a private placement for up to 5,833,333 units at $0.60 each, aiming for $3.5 million in gross proceeds.

How will Nanalysis use the proceeds from the private placement?

The proceeds from the private placement will be used for working capital purposes.

What is the significance of the CATSA Airport service contract for Nanalysis?

The $160 million CATSA Airport service contract is expected to provide a stable revenue source and enhance Nanalysis's path towards profitability.

When is the closing date for the Nanalysis private placement?

The initial closing of the private placement is expected to occur on or about April 25, 2023.

Will insiders participate in the Nanalysis private placement?

Yes, insiders may participate in the second closing of the offering, which is a related party transaction.