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EQ Inc. — Capital/Financing Update 2021
Feb 3, 2021
43758_rns_2021-02-03_0c0635c8-76ee-4f1f-8aa9-6a6ad5cce824.pdf
Capital/Financing Update
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EQ Inc. Public Offering of Common Shares C$■ February 3, 2021
A preliminary short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in all of the Provinces of Canada (except Quebec). A copy of the preliminary short form prospectus, and any amendment, is required to be delivered with this document. The preliminary prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
| Issuer: | EQ Inc. (the “Company”). |
|---|---|
| Offering: | ■common shares (a “Common Share”) in the capital of the Company (the “Offered |
| Securities”). | |
| Gross Proceeds: | C$■(the “Offering”). |
| Issue Price: | C$■per Offered Security. |
| Over-Allotment Option: | The Company has granted the underwriters an option (the “Over-Allotment Option”), |
| exercisable, in whole or in part, by Canaccord Genuity Corp., on behalf of the | |
| underwriters, at any time and from time to time up to 30 days following the Closing | |
| Date (as defined below), to purchase up to an additional number of Offered | |
| Securities (the “Additional Offered Securities”) in an amount equal to 15% of the | |
| Offered Securities sold pursuant to the Offering at a price per Additional Offered | |
| Security equal to the Issue Price to cover overallotments, if any, and for market | |
| stabilization purposes. All references herein to the “Offering” shall be deemed to | |
| include the Over-Allotment Option and all references herein to the “Offered | |
| Securities” shall be deemed to include the Additional Offered Securities. For | |
| certainty, the Over-Allotment Option shall be exercisable for Additional Offered | |
| Securities. | |
| Use of Proceeds: | The net proceeds from the Offering will be used to develop its proprietary SaaS |
| platform, marketing and branding initiatives, research and development, expansion | |
| into the United States and for working capital and general corporate purposes. | |
| Form of Offering: | Short form prospectus offering in all of the Provinces of Canada (except Quebec) and |
| in the United States to Qualified Institutional Buyers (as defined in Rule 144A under | |
| the United States Securities Act of 1933, as amended (the “1933 Act”)) by way of | |
| private placement pursuant to an available exemption from the registration | |
| requirements of the 1933 Act and similar exemptions under applicable state | |
| securities laws, and by private placement to eligible purchasers resident in | |
| jurisdictions other than Canada and the U.S. |
Eligibility: The Offered Securities are expected to be eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs and DPSPs.
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Listing: The Company shall obtain the necessary approvals to list the Offered Securities under the Company’s trading symbol “EQ” on the TSX Venture Exchange, which listing shall be conditionally approved prior to the Closing Date. Lead Underwriter : Canaccord Genuity Corp. Underwriters’ Compensation: 6% cash fee (the “ Underwriters’ Fee ”); 6% compensation options (the “ Compensation Options ”) exercisable into Offered Securities at the Issue Price for 18 months following the Closing Date; provided, however, that the Underwriters’ Fee shall be equal to 3% in respect of persons or entities included on the “President’s List” and no Compensation Options shall be issued in respect of such persons or entities. Closing Date: On or about February 19, 2021 or such other date as mutually agreed to between Canaccord Genuity Corp. and the Company, each acting reasonably.
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