Interfield Global Software Inc. Announces First Closing of Private Placement Financing

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VANCOUVER, British Columbia, Dec. 22, 2023 (GLOBE NEWSWIRE) -- Interfield Global Software Inc. (NEO: IFSS) (the “Company”) announces a closing (“Initial Tranche”) of the previously announced non-brokered private placement financing (the "Offering"). The Offering consists of up to 8,000,000 units of the Company (the "Units") at a price of $0.25 per Unit, for aggregate gross proceeds of up to $2,000,000 subject to increase at the discretion of the board of directors of the Company.

In connection with the closing of the Initial Tranche, the Company issued 2,315,800 Units for gross proceeds of $578,950, and paid to qualifying arms-length parties finder’s fees comprising $14,000 in cash and 56,000 finder’s warrants. Closing of further tranches are anticipated, with final completion expected to occur on or about January 14, 2024.

Each Unit consists of one common share in the capital of the Company (each, a "Unit Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each, a "Warrant Share") at an exercise price of $0.40 for a period of three years from the respective closing date(s) of the Offering.

In connection with the Initial Tranche, insiders purchased a total of 285,800 Units. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the subject matter of the Offering does not exceed 25% of the market capitalization of the Company as calculated in accordance with MI 61-101.

The gross proceeds from the Offering will be used by the Company for general corporate and working capital and to retire a small amount of existing shareholder debt (approximately $50,000). The Offering is subject to receipt of all applicable regulatory approvals, including the approval of Neo Exchange Inc.

The Offering will be completed pursuant to the accredited investor exemption from the prospectus requirements under applicable Canadian securities laws. The Unit Shares, Warrants and Warrant Shares issuable upon exercise of the Warrants will be subject to a statutory four month and one day hold period from the date of issue in accordance with applicable Canadian securities laws. None of the Unit Shares, Warrants and Warrant Shares issuable upon exercise of the Warrants will be registered under the United States Securities Act of 1933, as amended, or state securities laws and none may be offered or sold in the United States, except under circumstances that do not require registration under the U.S. Securities Act or any applicable state securities laws.