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CleanGo Innovations Inc. — Capital/Financing Update 2021
Aug 19, 2021
47310_rns_2021-08-19_e5da9e83-5b50-4626-a5dd-0da3afd2e912.pdf
Capital/Financing Update
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Form 51-102F3 Material Change Report
Item 1 Name and Address of Company
Softlab9 Technologies Inc.
(the “Company”) Suite 605-815 Hornby Street Vancouver, BC V6Z 2E6
Item 2 - Date of Material Change
August 19, 2021
Item 3
News Release
A news release was issued and disseminated on August 19, 2021 and filed on SEDAR (www.sedar.com ) and with the CSE.
Item 4 Summary of Material Change
The Company has closed the first tranche of its non-brokered private placement with the issuance of 545,625 units of the Issuer (“Units”) at a price of CAD$0.40 per unit, Each Unit consists of one common share and one-half of a transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 18 months from the date of issue, one additional common share of the Issuer at an exercise price of CAD
Item 5 Full Description of Material Change
See attached news release at Schedule "A"
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
The following senior officer of the Company is knowledgeable about the material change and this report:
Rahim Mohamed, CEO and Director Email: [email protected] Phone: 403-605-9429
Item 9 Date of Report
August 19, 2021
SCHEDULE “A”
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Softlab9 Announces Closing of First Tranche of Non-brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
August 19, 2021 – Vancouver, BC. Softlab9 Technologies Inc. (CSE: SOFT; Frankfurt: APO2; OTC: SOFSF)(“SOFT” or the “Company”) announces that it has completed a partial closing of its previously announced non brokered private placement of securities (the "Offering") for gross proceeds of $218,250 for the first tranche close. See news release disseminated February 1, 2021 for more information about the Offering.
The securities sold pursuant to this tranche of the Offering consist of 545,625 units of the Issuer (“Units”) at a price of CAD$0.40 per unit, Each Unit consists of one common share and one-half of a transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 18 months from the date of issue, one additional common share of the Issuer at an exercise price of CAD
$0.70 per common share. The warrants are subject to an acceleration provision in favour of the Company where the closing price of the common chares on the CSE for 10 consecutive trading days (or the average of the 'bid' and 'ask' prices if not traded) following the expiry of the four month and one day hold period equals or exceeds CAD$1.00 per common share. Finders fees of $8,330 were paid to qualified finders.
The net proceeds of the Offering will be held in escrow and released to the Company upon acceptance by the CSE of the Company’s acquisition of Clean Go Green Go Inc. (the “Acquisition”). See news releases disseminated on November 23, 2020 and February 25, 2021 for additional information about the Acquisition.
About SoftLab9:
SoftLab9 is an incubator specializing in developing, launching, acquiring, and vertically integrating companies. They foster a portfolio of assets internally while providing engineering, capital, executive management, and industry experience. The Company brings together innovative ideas based on solid foundations and experienced teams to build leading companies.
About Clean Go Green Go Inc.
Clean Go Green Go Inc. (“CleanGo GreenGo”) is an FDA and Health Canada approved manufacturer of a suite of green, non-toxic, and biodegradable cleaning products for industrial, commercial and consumer markets. CleanGo. GreenGo also manufactures hand sanitizer gel which is sold throughout the USA and Canada.
For further information please contact:
Rahim Mohamed Paul Searle Anthony Sarvucci Chief Executive Officer Corporate Communications Chief Executive Officer Phone: (403) 605-9429 Citygate Capital Corp CleanGo GreenGo Inc. [email protected] Phone: (778) 240-7724 (403) 401-2912 www.softlab9.com [email protected] [email protected]
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Forward-looking Information
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation. All statements in this new release that are not purely historical are forward-looking statements and include without limitation statements related to the Company’s expectation to obtain CSE approval for the Acquisition and satisfy the escrow conditions for release of the Offering proceeds. Forward-looking statements can often be identified by words such as “will”, “plans”, “expects”, “may”, “intends”, “anticipates”, “believes”, proposes” or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements are based on certain assumptions by management regarding the Company, including, without limitation, the Company’s ability to obtain the CSE approval and compete the acquisition of CleanGo GreenGo and the timing thereof. Actual results could differ from those projected in any forward-looking statements due to numerous factors including, risks and uncertainties relating to the inability of the Company, to, among other things, obtain the CSE approval of the Acquisition,. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the Company’s operations may also adversely affect the future results or performance of the Company. Investors are cautioned that forward looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company does not intend to update or revise any forward-looking statements, except as expressly required by law.