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Logiq, Inc. — Capital/Financing Update 2021
May 10, 2021
48016_rns_2021-05-10_e810c794-a964-4844-a3c9-ab1e9604dded.pdf
Capital/Financing Update
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May 10, 2021
LOGIQ, INC. INITIAL PUBLIC OFFERING OF UNITS TERM SHEET
The following is a summary of the basic terms and conditions of a proposed offering of units by Logiq, Inc. A preliminary prospectus and amended and restated preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. A copy of the preliminary prospectus, amended and restated preliminary prospectus and any amendment, is required to be delivered with this document.
The preliminary prospectus and amended and restated preliminary prospectus are still subject to completion. Copies of the preliminary prospectus and amended and restated preliminary prospectus may be obtained from Research Capital Corporation ([email protected]). There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated preliminary prospectus, the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
The securities described in this document have not been and will not be registered under the United States Securities Act of 1933, as amended (“ U.S. Securities Act ”) or any state securities laws. Accordingly, the securities may not be offered or sold in the United States (as such term is defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This document does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States.
| Issuer: | Logiq, Inc. ("Logiq" or, the "Company"). |
|---|---|
| Offered | Best-efforts, initial public offering (the**“Offering”**) of units of the Company (the |
| Securities | “Units”). |
| Amount: | A minimum of C$4,000,000 and up to a maximum of C$10,000,000. |
| Pricing: | C$● per Unit (the “Offering Price”). |
| Units: | Each Unit shall consist of one share of common stock of the Company |
| (“Common Share”) and one Common Share purchase warrant (each, a | |
| “Warrant”). | |
| Warrant: | Each Warrant will be exercisable to acquire one Common Share (each, a |
| “Warrant Share”) at an exercise price of C$●, at any time up to ● months from | |
| the closing of the Offering. | |
| Over-Allotment | The Agent shall also have the option (the “Over-Allotment Option”) to increase |
| Option: | the size of the Offering by up to an additional 15% in Units, and/or the |
| components thereof, by giving written notice of the exercise of the Over-Allotment | |
| Option, or a part thereof, to the Company at any time up to 30 days following | |
| Closing. | |
| Offering Basis: | The Units are to be issued on a "best efforts" basis by way of long-form |
| prospectus to be filed in each of the provinces of Canada, other than Québec, as | |
| agreed between the Agent and the Company, and in the United States in | |
| accordance with applicable securities laws. | |
| Listing: | The Company shall obtain the necessary approvals to list the Common Shares |
| and the Common Shares issuable on the exercise of the Warrants, the Over- | |
| Allotment Option (including the Common Shares issued upon exercise of the | |
| warrants comprising part of the Over-Allotment Option) and compensation | |
| options for trading on the NEO Exchange. |
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Eligibility: The Units shall be eligible for RRSPs, RRIFs, RDSPs, RESPs and TFSAs. Use of Proceeds: The net proceeds of the Offering will be used for development of additional data analytics tools, sales generation and marketing, development and expansion of existing products, and for working capital requirements and other general corporate purposes. Commission: 8.0% cash commission and 8.0% compensation options. Each compensation option will be exercisable into one Unit at an exercise price of C$● until the ● anniversary of the closing of the offering. Agent: Research Capital Corporation, as lead agent and sole bookrunner (the “” Agent Closing: On or about the week of June 7, 2021, or such date as the Agent and Company may agree upon (the " Closing Date ").
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