Calgary, Alberta - TheNewswire - January 17, 2025 – Credissential Inc. (“Credissential” or the “Company”) (CSE: WHIP), is pleased to announce the closing of its previously announced best efforts private placement offering of units of the Company (the “Offering”). The Company entered into an agency agreement (the “Agency Agreement”) with Beacon Securities Limited (the “Agent”) whereby the Company issued a total of 12,060,968 units of the Company (each, a “Unit”) at a price of $0.12 per Unit for gross proceeds of $1,447,316. Each Unit consists of one common share in the capital of the Company (a “Unit Share” and each common share in the capital of the Company, a “Common Share”) issued pursuant to Part 5A (the “Listed Issuer Financing Exemption”) of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), and one Common Share purchase warrant (a “Warrant”) of the Company issued under the “accredited investor” exemption or other applicable exemptions from any prospectus requirements as contained in NI 45-106. Each Warrant entitles the holder thereof to acquire one Common Share (a “Warrant Share”) at a price per Warrant Share of $0.16 for a period of 60 months from the date of issuance.

Concurrent with the Offering, the Company and the Agent completed a brokered private placement offering (the “Concurrent Private Placement”) of 2,936,000 units (the “Private Placement Units”) at a price of $0.12 per Private Placement Unit for gross proceeds of $352,320. The Private Placement Units consist of one Common Share (a “Private Placement Unit Share”) and one Common Share purchase warrant (each a “Private Placement Warrant”) with each Private Placement Warrant entitling the holder thereof to acquire one Common Share (a “Private Placement Warrant Share”) at a price per Private Placement Warrant Share of $0.16 for a period of 60 months from the date of issuance.

The Company intends to use the net proceeds raised from the Offering and Concurrent Private Placement for the further development and commercialization of its Credissential and Credissential Dealerflow products, and for general corporate and administrative purposes.

In consideration for the services rendered by the Agent in connection with the Offering and Concurrent Private Placement, the Company: (i) paid a cash commission in the amount of $109,309 and a corporate finance fee in the amount of $66,500; and (ii) issued 910,908 compensation options and 138,800 corporate finance fee options (together, the "Compensation Options"). The Compensation Options are exercisable into one unit of the Company (a “Compensation Option Unit”) at a price of $0.12 per Compensation Option Unit for 36 months from issuance. Each Compensation Option Unit shall be comprised of one Common Share and one Common Share purchase warrant (a “Compensation Option Warrant”). Each Compensation Option Warrant will entitle the holder thereof to acquire one Common Share (a “Compensation Warrant Share”) at a price per Compensation Warrant Share of $0.16 for a period of 60 months from the date of issuance.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Unit Shares issued pursuant to the Listed Issuer Financing Exemption will not be subject to resale restrictions in accordance with applicable Canadian securities laws. The remaining securities issued under the Offering and the Concurrent Private Placement, including the Warrant Shares and Private Placement Warrant Shares, will be subject to a statutory hold period of four months following the closing of the Offering and Concurrent Private Placement, pursuant to applicable securities law.

An insider of the Company has participated in the Offering and has acquired 83,334 Units. Participation by the insider of the Company in the Offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of securities is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the insider's participation in the Offering, as determined in accordance with MI 61-101, shall not exceed 25% of the Company's market capitalization.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the “United States” (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news 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 any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Credissential

Credissential is an AI powered financial services software developer, currently focused on the development and commercialization of its flagship product, Credissential and Dealerflow.

For more information about Credissential and other products from Credissential, visit www.credissential.com.

ON BEHALF OF THE BOARD OF DIRECTORS

Chief Executive Officer        Colin Frost
Head Office        2004 Sherwood Drive Sherwood Park, AB T8A 0Z1
Telephone        +1 (236) 513 4776
Email        info@credissential.com

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Forward-Looking Information

This news release contains certain information that may be deemed “forward-looking information” with respect to the Company within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties, future expectations and other factors which may cause the actual results, performance or achievements of the Company or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.

Forward-looking information in this news release includes, but is not limited to, statements that the Company’s expectations with respect to the Offering and the Concurrent Private Placement; the use of proceeds upon completion of the Offering and the Concurrent Private Placement;.

These risks and uncertainties include, but are not limited to: if the Company's security measures are breached or unauthorized access to customer data is otherwise obtained, the Company's platform may be perceived as insecure, the Company may lose existing customers or fail to attract new customers, the Company's reputation may be harmed, and the Company may incur significant liabilities; the failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations; dependence on customer internet access and use of internet for commerce; privacy, data protection, and information security concerns, and data collection and transfer restrictions and related domestic or foreign regulations, may limit the use and adoption of the Company's products and adversely affect the Company's business; issues in the use of AI in the Company's products may result in reputational harm or liability; and other risks as more fully described in the Company’s annual information form which is available for review under the Company’s profile on SEDAR+ at www.sedarplus.ca.

 

Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, 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 information.

The forward-looking information contained in this press release represents the expectations of the Company 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 the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

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