Immutable Holdings Announces Closing of Second Tranche of Upsized Private Placement for Total Gross Proceeds of Approximately $15.04 Million

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

VANCOUVER, British Columbia, Dec. 31, 2021 (GLOBE NEWSWIRE) — Immutable Holdings Inc. (NEO:HOLD) (“Immutable Holdings” or the “Company”), a publicly-traded blockchain holding company, is pleased to announce that, further to its press releases of November 23, 2021, November 29, 2021 and December 17, 2021, Immutable Holdings has closed a second tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Offering”) of units (the “Units”) at a price of $2.60 per Unit for additional gross proceeds of approximately $5.04 million. Together with the first tranche of the Offering (the “First Tranche”), which closed on December 17, 2021 for gross proceeds of approximately $10 million, the Company raised approximately $15.04 million through the issuance of 5,783,280 Units under the Offering.

Due to excess demand, the Company increased the size of the Offering by an additional $1,036,528, which upsized amount was previously reserved for an option of the Agents (as defined below) to increase the size of the Offering by up to approximately $3 million.

The brokered portion of the First Tranche was made through a syndicate of agents comprised of Stifel GMP, as lead agent, and Canaccord Genuity Corp., Eight Capital, Gravitas Securities Inc., Paradigm Capital Inc. and Beacon Securities Limited (collectively, the “Agents”).

Second Tranche

In connection with the Second Tranche, the Company issued a total of 1,937,126 Units for aggregate gross proceeds of approximately $5.04 million.

Each Unit consists of one class A subordinate voting share (each, a “Share”) and one-half of one Share purchase warrant of the Company (each whole Share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Share at a price of $4.00, until the date which is 36 months following the closing of the Second Tranche (the “Expiry Date”), subject to adjustment in certain events. In the event the volume weighted average trading price of the Shares on the NEO Exchange (the “Exchange”) is equal to or greater than $8.00 for a period of 20 consecutive trading days at any time following the date which is four months and a day after the closing date of the Second Tranche, the Company may, at its sole option, accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire at 4:00 p.m. (Toronto time) on the date which is the earlier of: (i) the 60th day after the date on which such notice is given by the Company; and (ii) the Expiry Date.

Notwithstanding any of the foregoing, a portion of the Units issued under the Second Tranche, as well as the shares underlying the Warrants, were comprised of class B multiple voting shares in the capital of the Company rather than class A subordinate voting shares.

All of the Units issued under the Second Tranche were issued and sold by the Company on a non-brokered basis. Pursuant to applicable Canadian securities laws, all securities issued pursuant to the Second Tranche are subject to a hold period of four months and one day, expiring on May 1, 2022. Additional hold periods and/or trading or resale restrictions may also apply in the United States. The Offering remains subject to certain conditions including, but not limited to, the final acceptance of the Exchange.

As previously announced, the Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

Pursuant to the Second Tranche, a certain director of the Company subscribed for 96,154 Units for gross proceeds to the Company of $250,000.40, which is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Full details of this transaction will be available on the System for Electronic Disclosure by Insiders (SEDI) at: www.sedi.ca. The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the Offering, nor the consideration paid, exceed 25% of the Company’s market capitalization. No additional insiders or related parties of the Company participated in the Offering. No new insiders or control persons were created in connection with the closing of the Offering.

In connection with the Offering, the Agents received an aggregate of $100,730.55 as a cash advisory fee and an aggregate of 38,742 advisor warrants, which are each exercisable until the Expiry Date to acquire a Unit of the Company (having the same terms as set out above) at a price of $2.60 per Unit.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Immutable Holdings Inc.

Immutable Holdings (NEO:HOLD), the Blockchain Holding Company, is on a mission to democratize access to Web3 and blockchain-based products and services. Founded by Jordan Fried, a founding team member of the multibillion-dollar Hedera Hashgraph network, Immutable Holdings already boasts over $120M under management and a portfolio of businesses and brands built on the blockchain ecosystem: 1800Bitcoin.com, Central Bank Digital Currency (CBDC.com), HBAR Labs, Immutable Advisory, Immutable Asset Management and NFT.com. To learn more, visit https://immutableholdings.com/.

Contact:

[email protected]

This news release contains certain statements which constitute forward-looking statements or information under applicable Canadian securities laws, including statements relating to the expected use of proceeds from the Offering. Such forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors, some of which are beyond the Company’s control, which could cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks and uncertainties include changes to applicable laws or the regulatory sphere in which the Company operates, general economic and capital markets conditions, stock market volatility and the ability of the Company to obtain necessary consents and approvals for the Offering, including the final acceptance of the Exchange. Although the Company believes that the forward-looking statements in this news release are reasonable, they are based on factors and assumptions, based on currently available information, concerning future events, which may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.


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