Oct 6, 2023
Not for distribution to U.S. news wire services or dissemination in the U.S.
Vancouver, British Columbia – October 6, 2023. Integrated Cyber Solutions Inc. (CSE: ICS) (“Integrated Cyber” or the “Company”) is pleased to announce that it has completed its initial public offering of 5,000,000 units (“Units”), at a price of $0.25 per Unit (the “Offering Price”), for aggregate gross proceeds of $1,250,000 (the “Offering”). Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant of the Company (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire, subject to the possibility of adjustment in accordance with the terms of the warrant indenture between the Company and Odyssey Trust Company dated October 6, 2023 (the “Warrant Indenture”), one Common Share at an exercise price of $0.50 per Warrant at any time prior to 4:30 p.m. (Vancouver time) on October 6, 2025, being the date that is 24 months following the date of issue.
Leede Jones Gable Inc. (the “Agent”) acted as Agent to the Company in connection with the Offering. In consideration for its services, the Agent received a corporate finance fee of $50,000 (plus GST) and a cash commission equal to 7% of the gross proceeds raised pursuant to the Offering (reduced to 2% for purchasers acquiring Units under the President’s List). On the closing of the Offering, the Company paid a cash commission of $64,125.00, as gross proceeds of $467,500 were raised under the President’s List. As additional consideration, the Agent and its selling group were also granted 256,500 non-transferrable Agent’s warrants (“Agent’s Warrants”), entitling the holder to purchase 256,500 units (“Agent’s Units”) at the Offering Price. Each Agent’s Unit is comprised of one Common Share and one Common Share purchase warrant entitling the holder thereof to purchase one Common Share at an exercise price of $0.50 per Common Share at any time prior to 4:30 p.m. (Vancouver time) on October 6, 2023, being the date that is 24 months following the date of issue.
In addition to the foregoing, the Company is pleased to announce that the Common Shares have been listed for trading on the Canadian Securities Exchange (the “Exchange”) effective October 5, 2023, and the Common Shares are expected to begin trading on October 10, 2023, under the trading symbol “ICS”.
The offered 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 applicable state securities laws and may not be offered or sold in the United States or to “U.S. persons”, as such term is defined in Regulation S under the
U.S. Securities Act, absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the offered securities in any jurisdiction.
Details of the Offering and certain other matters are set out in the final long-form Prospectus of the Company dated July 7, 2023 (the “Prospectus”). A copy of the Prospectus can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.
About Integrated Cyber Solutions
Integrated Cyber is a managed security service provider (MSSP) that humanizes cybersecurity managed services to the Small-to-Medium Business (SMB) and Small-to-Medium Enterprise (SME) sectors. The Company integrates capabilities from third-party cybersecurity providers, allowing companies to continuously adapt their services to evolving technologies and providers – ensuring customers have access to the latest cybersecurity solutions. Apart from providing essential cybersecurity services, Integrated Cyber's managed services and IC360 technology platform consolidate vast amounts of information to generate actionable intelligence from the numerous software point solutions within their customer's environments. The results enable simple, understandable, and actionable insights to help customers comprehend and better secure their organization. Integrated Cyber greatly emphasizes the human aspect of cybersecurity management, simplifying complex concepts, and highlighting the crucial role that employee behavior plays in a company's cyber defenses.
On behalf of the Board of Directors
Chief Executive Officer and Director
For further information, please contact:
Integrated Cyber Solutions Inc.
1 Stiles Rd.
Salem, New Hampshire, 03079 United States of America
Telephone: +1(212) 634-9534
This press release contains certain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. All statements other than historical statements of fact included herein, including, without limitation, statements regarding the commencement of trading of the Common Shares on the Exchange and the potential for adjustment of the Warrants pursuant to the Warrant Indenture are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control and could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the ability of the Company to execute on its strategy and the factors discussed in greater detail under the heading “Risk Factors” in the final long-form Prospectus of the Company dated July 7, 2023.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any obligation to update these forward-looking statements in this news release except as otherwise required by law.