Xtract One Closes $7.2M Public Offering and $1.4M Investment by Strategic Partner

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TORONTO, April 24, 2024 (GLOBE NEWSWIRE) -- Xtract One Technologies Inc. (TSX: XTRA) (OTCQX: XTRAF) (FRA: 0PL) (“Xtract One” or the “Company”) announces that it has closed its previously announced public offering (the “Offering”) conducted by Eight Capital, as lead agent and sole bookrunner, and Echelon Wealth Partners Inc. (together with Eight Capital, the “Agents”).

Pursuant to the Offering, the Company issued 14,057,500 units (the “Units”) at a price of $0.51 per Unit for aggregate gross proceeds of $7,169,325, which includes the partial exercise of the over-allotment option granted to the Agents. Each Unit consists of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one Common Share until April 24, 2027 at an exercise price of $0.64, subject to adjustment in certain events.

In connection with the Offering, the Agents received an aggregate cash fee of $500,799.60 and 981,960 common share purchase warrants (each, an “Agents’ Warrant”). Each Agents’ Warrant is exercisable into one Common Share at an exercise price of $0.51 until April 24, 2026.

Concurrent Private Placement

Concurrent with closing of the Offering, the Company has also completed the issue and sale of 2,696,228 Units (the “PP Units”), on a private placement basis, to MSG Sports Ventures, LLC (“MSG Sports”), a wholly-owned subsidiary of Madison Square Garden Sports Corp. (NYSE: MSGS), for total gross proceeds of $1,375,076.28 (the “Concurrent Private Placement”).

All securities issued and made issuable under the Concurrent Private Placement are subject to Canadian hold period and may not be traded until August 25, 2024, except as permitted by applicable securities legislation and the rules and policies of the Toronto Stock Exchange, in addition to applicable U.S. resale restrictions. No finder’s fees or commissions were paid in connection with the Concurrent Private Placement.

The Concurrent Private Placement with MSG Sports constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Concurrent Private Placement by MSG Sports does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Concurrent Private Placement as the details of the Concurrent Private Placement and the participation therein by MSG Sports were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.