Vancouver, BC. November 29, 2021 – Marble Financial Inc. (CSE: MRBL; OTC: MRBLF; FSE:2V0) (“Marble” or the “Company“), an AI-driven financial technology company, has closed the first tranche of its previously announced non-brokered private placement (the “Offering”). (see news release of November 10, 2021). In connection with the closing of the first tranche of the Offering, the Company issued 10,629,232 units (the “Units”) at a price of $0.13 per Unit for aggregate gross proceeds of $1,381,800. As part of this first closing, the Company paid a total of 183,750 finders’ Units to certain finders.
Each Unit will be comprised of one common share of the Company (“Common Shares”) and one half of one Common Share purchase warrant, with each whole warrant (a “Warrant”) entitling the holder thereof to acquire one Common Share at a price of $0.15 per Common Share for a period of 12 months from the closing date of this first tranche offering. The Units (including the underlying securities) will be subject to a hold period of four months plus one day following the closing of the Offering.
In connection to the first tranche, certain insiders of the Company participated in the Offering by purchasing an aggregate of 2,000,000 Units, representing approximately 19% of the total number of Units issued. The portion of such participation by the insiders constitutes a “related party transaction” within the meaning of the policies of the CSE and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). 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.
The Company is also pleased to announce that it intends to upsize the Offering. The upsized Offering is expected to be for gross proceeds of up to $2,000,000 through the sale of up to 15,384,615 Units at a price of $0.13 per Unit.
Net proceeds received by the Company from the Offering are intended to be used to help fund (a) sales and marketing programs for Marble Connect, (b) further development and launch of Credit Beacon and Credit Meds on the MyMarble platform. (c) development and launch of the MyMarble Mobile App. (d) expansion of the MyMarble Platform through its existing partnership agreements in the USA market, and (e) general working capital and corporate purposes.
In connection with the Offering, the Company may pay certain finder’s fees, subject to compliance with applicable securities laws and the rules and regulations of the Canadian Stock Exchange (“CSE”)
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of those laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the 1933 Act).
About Marble Financial Inc. (CSE: MRBL; OTC: MRBLF; FSE:2V0) Marble’s proprietary MyMarble platform utilizes the power of machine learning, data science, and artificial intelligence, in leveraging its proven data-driven strategies through technology solutions Connect, Inverite, MyMarble (formerly Score-Up), Fast Track, Maestro and Boost to engage in and navigate a clear path towards financial wellbeing and a meaningful credit score, since 2016, Marble is proud to have empowered thousands of marginalized consumers 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 MyMarble Platform.
For further information about Marble Financial, please visit: mymarble.ca
Mike Marrandino, Executive Chairman
T: (855) 661-2390 ext. 104 Email: [email protected]
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION 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 statements. Forward-looking statements, including with respect to the Company’s intention or ability to complete the Offering, the timing of closing the Offering and the intended use of proceeds from the Offering Forward-looking statements, without limitation, may contain the words beliefs, expects, anticipates, estimates, intends, plans, or similar expressions. Forward-looking statements do not guarantee future performance. They involve risks, uncertainties and assumptions and actual results could differ materially from those anticipated. Forward looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except for historical facts, the statements in this news release, as well as oral statements or other written statements made or to be made by Marble, are forward-looking and involve risks and uncertainties. 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.