Vancouver, BC – TheNewswire - April 7, 2022 – FTC Cards Inc. (“FTC Cards”) is pleased to announce that, further to the news releases dated September 27, 2021 and February 14, 2022, it has closed the third and final tranche of its non-brokered private placement financing (the “Concurrent Financing”) that is being undertaken in connection with its reverse takeover transaction (the “Transaction”) with Beyond Oil Ltd. (“Beyond Oil”).

The third tranche of the Concurrent Financing was comprised of 2,258,402 special warrants (“Special Warrants”), at a price of C$0.75 per Special Warrant, for gross proceeds of C$1,693,801.50. The total funds raised in all three tranches of the Concurrent Financing was C$3,500,000.25.

“We are pleased to have completed our public listing financing, fully subscribed, demonstrating investors’ interest in our unique patented solution that we expect will disrupt the global vegetable oil industry,” said Robert Kiesman, CEO of FTC Cards. “We are looking forward to completing the merger with Beyond Oil so they can execute their business plan and bring this exciting technology to the global food industry.”

It is intended that the net proceeds from the Concurrent Financing will be used to complete the Transaction, to continue to implement Beyond Oil’s business plan, including sales & marketing, product development, and for general working capital.

Each Special Warrant will automatically convert, without the payment of any additional consideration (other than the proceeds paid by FTC Cards in accordance with the Concurrent Financing), into one unit (“Unit”), on the date that is the earlier of: (a) the third business day after receipt of the non-offering prospectus being filed in connection with the Transaction; and (b) four months and a day after the issue date of the Special Warrants.

Each Unit will be comprised of one common share of FTC Cards (each, a “Share”) and one half of one common share purchase warrant (each whole warrant, a “Concurrent Warrant”), with each Concurrent Warrant being exercisable for one Share at an exercise price of C$1.25 per share for a period of 12 months after the closing date of the Transaction (the “Closing Date”).

Pursuant to the final tranche of the Concurrent Financing, FTC Cards paid an aggregate of C$73,499.53 in cash commissions to certain finders and issued such finders an aggregate of 98,001 Share purchase warrants (the “Finders’ Warrants”). Each Finders’ Warrant will be exercisable for one Share at an exercise price of C$1.25 for a period of 12 months after the date of issuance.

ON BEHALF OF THE BOARD:  

“Robert Kiesman”

CEO AND CHAIRMAN

For more information, contact:

Robert Kiesman
Tel: (604) 204-0164
robert@vancouvercorporate.ca  

Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect FTC Cards’ current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. 

The forward-looking statements and information in this press release include information relating to the business plans of FTC Cards, Beyond Oil and the resulting issuer (“Resulting Issuer”), the Concurrent Financing and the Transaction (including CSE approval of the proposed listing and the closing of the Transaction). 

Such statements and information reflect the current view of FTC Cards. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: 

• there is no assurance that FTC Cards and Beyond Oil will obtain all requisite approvals for the Transaction, including the approval of the CSE for the Transaction (which may be conditional upon amendments to the terms of the Transaction); 

• following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; 

• new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and 

• the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. 

There are a number of important factors that could cause the Resulting Issuer's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: limited business history of Beyond Oil; risks related to Beyond Oil’s corporate strategy including that previous and future acquisitions do not meet expectations, disruptions or changes in the credit or security markets; results of operation activities; unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.

FTC Cards cautions that the foregoing list of material factors is not exhaustive. When relying on FTC Cards’ forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. FTC Cards has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

The forward-looking information contained in this press release represents the expectations of FTC Cards as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While FTC Cards may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws. 

The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

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