Xtract One Announces Terms of Public Offering and Concurrent Investment by Strategic Partner

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TORONTO, April 18, 2024 (GLOBE NEWSWIRE) -- Xtract One Technologies Inc. (TSX: XTRA) (OTCQX: XTRAF) (FRA: 0PL) (“Xtract One” or the “Company”) is pleased to announce that it has priced its previously announced public offering (the “Offering”). The Offering is being conducted by Eight Capital, as lead agent and sole bookrunner, and Echelon Wealth Partners Inc. (together with Eight Capital, the “Agents”) pursuant to which the Agents have agreed to conduct the Offering on a commercially reasonable best efforts basis.

Pursuant to the Offering, the Company intends to issue units (each, a “Unit”) at a price of $0.51 per Unit for gross proceeds of up to $5 million. Each Unit will consist of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will be exercisable into one Common Share (each, a “Warrant Share”) for a period of 36 months from the closing of the Offering at an exercise price of $0.64, subject to adjustment in certain events. The Offering is expected to close on or about April 24, 2024 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange (the “TSX”) and the applicable securities regulatory authorities.

The Company has granted the Agents an option (the “Over-Allotment Option”) to increase the size of the Offering by up to 15%, exercisable in whole or in part at any time, at the sole discretion of the Agents, to acquire either (i) additional Units, (ii) additional Shares or (iii) additional Warrants, or a combination thereof, for a period of 30 days from and including the Closing Date (as defined herein).

The Units will be offered by way of a prospectus supplement to the Company’s short form base shelf prospectus dated February 6, 2024 (together, the “Prospectus”) to be filed in all provinces and territories of Canada, except Québec.

In connection with the Offering, the Company has agreed: (i) to pay to the Agents a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option), other than in respect of gross proceeds raised from purchasers on the Company’s president’s list, for which the Agents will receive a cash commission equal to 3.5%; and (ii) to issue to the Agents an aggregate number of agents’ warrants (the “Agents’ Warrants”) equal to 7.0% of the aggregate number of Units issued pursuant to the Offering (including any Units issued on exercise of the Over-Allotment Option), other than in respect of Units sold to purchasers on the Company’s president’s list, for which the Agents will receive Agents’ Warrants equal to 3.5%. Each Agents’ Warrant will be exercisable into one Common Share (an “Agents’ Warrant Share”) at an exercise price of $0.51 for a period of 24 months from the Closing Date.