NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, October 26, 2020 – Marble Financial Inc. (CSE: MRBL; OTC: MRBLF) (“Marble” or the “Company”), a financial technology company that empowers Canadians toward a positive financial future, is pleased to announce the first closing of its non-brokered private placement (the “Placement”). Marble issued 3,764,067 units (the “Units”) at a price of $0.15 per Unit for gross proceeds of $564,610. Marble intends to complete the balance of the Placement in an increased further amount of up to 10,000,000 Units for additional gross proceeds of up to $1,500,000.
Each Unit is comprised of one common share of the Company (“Shares”) and one-half of one non-transferable warrant, with each whole warrant (each a “Warrant”) being exercisable to purchase a further Share at a price of $0.25 for a period of 24 months following the closing date, subject to accelerated expiry if the common shares of the Company trade or close at a price of $0.35 or more for 10 consecutive trading days on the Canadian Securities Exchange (“CSE”). Pursuant to the first closing of the Placement, directors of the Company purchased 816,667 Units. The Company paid aggregate finder fees on eligible subscribers in the amount of $630 and issued 4,200 finder warrants having the same terms as the Warrants.
The Company further announces that it has issued unsecured convertible debentures (the “Debentures”) in the principal amount of $160,000. The Debentures have a 12-month term and accrue interest at a simple rate of 12% per annum, payable quarterly not in advance. The principal amount of the Debentures and all accrued but unpaid interest thereon is convertible into common shares of the Company at a price of $0.30 per share (i) at the option of the holder at any time; and (ii) at the option of the Company if the common shares of the Company trade or close at a price of $0.45 or more for 10 consecutive trading days on the CSE.
All securities issued in connection with the Placement, together with the Debentures and any conversion shares therefrom, are subject to a statutory hold period expiring February 24, 2021.
The balance of the Placement is not subject to any minimum aggregate offering amount prior to closing. The proceeds from the completed financings and the balance of the Placement will be used for general working capital, continued development of the Marble 2.0 platform, marketing of Score-Up and Score-Up Lite, payment of general and administrative expenses, and servicing of the interest due and repayment of TPF bonds and Company debentures in the normal course. The approximate allocation of funds cannot be determined at this time, as funds will be used as needed to supplement cash flow from operations. There is no material fact or material change about the Company that has not been generally disclosed.
The Company would also like to announce that it is no longer a participant on the OTCQB exchange in the United States. The Company’s common shares remain DTC eligible and will continue to trade on the OTC market under the symbol “MRBLF”.
The participation by the directors in the Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the policies of the CSE. The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and (b), and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves interested parties (within the meaning of MI 61-101) in the Placement exceeds 25% of the Company’s market capitalization calculated in accordance with MI 61-101, and on the basis that no securities of the Company are listed or quoted on a stock exchange as specified in MI 61-101.
ON BEHALF OF THE BOARD OF DIRECTORS
Karim Nanji, CEO
About Marble Financial Inc. (CSE: MRBL; OTC: MRBLF) Marble leverages its proven data driven strategies utilizing the power of machine learning, data science, and artificial intelligence, through its industry-leading proprietary technology solutions Fast-Track, Score-Up, and Credit-Meds to engage in and navigate a clear path for Canadians towards financial wellbeing and a meaningful credit score. Since 2016, Marble is proud to have empowered thousands of marginalized Canadians to a positive financial future, and we continue to establish ourselves as leaders in financial wellness through the licensing of our proprietary products on the Marble Platform.
For further information, please visit the company’s website at http://mymarble.ca
T:(855) 661-2390 ext. 104
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Caution Regarding Forward-Looking Information
This release contains “forward-looking information” as such term is used in applicable Canadian securities laws, including statements regarding the Private Placement and the use of proceeds therefrom. The use of any of the words “target”, “plans”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forward-looking information is based on management’s expectations and assumptions, including statements relating to the Company’s plans to conduct the Placement and the anticipated use of the proceeds of the Placement and Debenture offerings.
In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including but not limited to, that the Company’s financial condition and development plans do not change as a result of unforeseen events, and that the Company will receive all required regulatory approvals, including Canadian Securities Exchange approval, for the Placement and Debenture offerings. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to: failure of the Private Placement to be arranged on the proposed terms or at all; unanticipated delays in obtaining or failure to obtain regulatory or Canadian Securities Exchange approvals; general economic, market or business conditions; changes in the Company’s financial condition and development plans; and other risks and uncertainties as set forth in the Company’s most recent continuous disclosure filings filed under the Company’s profile at www.sedar.com.
Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this release is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
THIS NEWS 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 U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.