Tocvan Announces Private Placement Securing $1.5 Million from Institutional Investor - Seite 2

The Units issued to the Investor under the Institutional Offering will be subject to the terms of an escrow agreement. The Company will receive $62,500 per month from the closing date of the Institutional Offering over the next 24 months. The Offering structure is an extension of the private placement structure previously disclosed by the Company in its news releases dated June 30, 2022 and March 29, 2023. The Investor will receive a corporate finance fee of $105,000, payable via the issuance of 300,000 Common Shares and related Warrants on the terms noted above.

The Existing Shareholder Exemption and Investment Dealer Exemption
The Non-Brokered Offering is also made available to existing shareholders of the Company who, as of the close of business on April 10, 2024, held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in Alberta Securities Commission Rule 45-513 - Prospectus Exemption for Distribution to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the Company intends to adjust the subscriptions received on a pro rata basis.
The Company has also made the Non-Brokered Offering available to certain subscribers pursuant to the investment dealer exemption. In accordance with the requirements of the investment dealer exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.

Any participation by insiders of the Company in the Offerings will be on the same terms as arm's-length investors. Depending on market conditions, the gross proceeds of the Offerings could be increased or decreased. The participation of any directors or officers of the Company in the Offerings will constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and the policies of the Exchange. For any such participation, the Company will be relying upon exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a specified stock exchange and, that at the time the Offerings are agreed to, 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 an interested party (within the meaning of MI 61-101) in the offerings, will exceed 25 percent of the Company's market capitalization calculated in accordance with MI 61-101.